SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. )*
Sotheby's Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.10 Per Share
(Title of Class of Securities)
835898107
(Cusip Number)
W. Robert Cotham
201 Main Street, Suite 2600
Fort Worth, Texas 76102
(817) 390-8400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 19, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with the statement [X].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
**The total number of shares reported herein is 2,983,600 shares, which
constitutes approximately 7.7% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 38,703,848 shares
outstanding.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity I Fund, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,666,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,666,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,666,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.3%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, TF Investors, L.P.
(2) Solely in its capacity as the sole stockholder of Portfolio Associates,
Inc., which is the sole general partner of Portfolio D Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
TF Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,666,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,666,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,666,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.3%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Trinity Capital
Management, Inc.
(2) Solely in its capacity as the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio D Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Trinity Capital Management, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,666,400 (1) (2)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,666,400 (1) (2)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,666,400 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.3%
14. Type of Reporting Person: CO
- ----------
(1) Power is exercised through its President, Thomas M. Taylor.
(2) Solely in its capacity as the sole general partner of TF Investors,
L.P., which is the sole general partner of Trinity I Fund, L.P., which is
the sole stockholder of Portfolio Associates, Inc., which is the sole
general partner of Portfolio D Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Thomas M. Taylor
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,666,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,666,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,666,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.3%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as President and sole stockholder of Trinity
Capital Management, Inc., which is the sole general partner of TF
Investors, L.P., which is the sole general partner of Trinity I Fund,
L.P., which is the sole stockholder of Portfolio Associates, Inc., which
is the sole general partner of Portfolio D Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio D Investors, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,666,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,666,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,666,400
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.3%
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Associates, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 1,666,400 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,666,400 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,666,400 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 4.3%
14. Type of Reporting Person: CO
- ----------
(1) Solely in its capacity as the sole general partner of Portfolio D
Investors, L.P.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Portfolio Partners, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: -0- (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0- (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
-0-
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): -0-
14. Type of Reporting Person: PN
- ----------
(1) Power is exercised through its sole general partner, Portfolio
Associates, Inc.
<PAGE>
<PAGE>
1. Name of Reporting Person:
The Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 330,790 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,790 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,790
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through its sole trustee, Perry R. Bass
<PAGE>
<PAGE>
1. Name of Reporting Person:
Perry R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 330,790 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,790 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,790 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacities as sole trustee and as one of two trustors of
The Bass Management Trust.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Nancy L. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,790 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in her capacity as one of two trustors of The Bass Management
Trust and by virtue of her power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass Management Trust
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: 00 - Trust Funds
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 330,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,900
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: 00 - Trust
- ----------
(1) Power is exercised through one of its trustees, Sid R. Bass.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Sid R. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Not Applicable
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 330,900 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,900 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
- ----------
(1) Solely in his capacity as a trustee and the sole trustor of Sid R. Bass
Management Trust and by virtue of his power to revoke same.
<PAGE>
<PAGE>
1. Name of Reporting Person:
Lee M. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 330,795
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 330,795
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
330,795
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.9%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
1. Name of Reporting Person:
E. P. Bass
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: PF
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 324,715
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 324,715
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
324,715
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.8%
14. Type of Reporting Person: IN
<PAGE>
<PAGE>
Item 1. SECURITY AND ISSUER.
This statement relates to shares of Common Stock, par value $0.10 per
share (the "Stock"), of Sotheby's Holdings, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 500 N. Woodward
Avenue, Suite 100, Bloomfield Hills, Michigan 48304.
Item 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(f)(1)-(2) of Regulation 13D-G of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended
(the "Act"), the undersigned hereby file this Schedule 13D Statement on behalf
of Trinity I Fund, L.P., a Delaware limited partnership ("TIF"), TF Investors,
L.P., a Delaware limited partnership ("TFI"), Trinity Capital Management,
Inc., a Delaware corporation ("TCM"), Thomas M. Taylor ("TMT"), Portfolio D
Investors, L.P., a Delaware limited partnership ("PDI"), Portfolio Associates,
Inc., a Delaware corporation ("PA"), Portfolio Partners, L.P., a Delaware
limited partnership ("Portfolio"), The Bass Management Trust ("BMT"), Perry R.
Bass ("PRB"), Nancy L. Bass ("NLB"), Sid R. Bass Management Trust ("SRBMT"),
Sid R. Bass ("SRB"), Lee M. Bass ("LMB") and E. P. Bass ("EPB"). TIF, TFI,
TCM, TMT, PDI, PA, Portfolio, BMT, PRB, NLB, SRBMT, SRB, LMB and EPB are
sometimes hereinafter collectively referred to as the "Reporting Persons."
The Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act, although neither the fact of this filing nor anything contained herein
shall be deemed to be an admission by the Reporting Persons that a group
exists. As a result of the contribution by Portfolio to PDI of all its Stock
as described in paragraph (c) of Item 5, Portfolio will not be a Reporting
Person for purposes of all future filings on Schedule 13D.
(b)-(c)
TIF
TIF is a Delaware limited partnership, the principal business of which
is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of TIF, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to TFI, the sole general partner of TIF, is set forth below.
TFI
TFI is a Delaware limited partnership, the principal business of which is
serving as the sole general partner of TIF. The principal business address of
TFI, which also serves as its principal office, is 201 Main Street, Suite
3200, Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of
the Act, information with respect to TCM, the sole general partner of TFI, is
set forth below.
TCM
TCM is a Delaware corporation, the principal business of which is serving
as the sole general partner of TFI. The principal business address of TCM,
which also serves as its principal office, is 201 Main Street, Suite 3200,
Fort Worth, Texas 76102. Pursuant to Instruction C to Schedule 13D of the
Act, the name, residence or business address, and present principal occupation
or employment of each director, executive officer and controlling person of
TCM are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor 201 Main Street President of Thomas
Suite 3200 M. Taylor & Co.
Fort Worth, Texas 76102 ("Taylor & Co.")
W. R. Cotham 201 Main Street Vice President/
Suite 2600 Controller of
Fort Worth, Texas 76102 BEPCO (as
defined below)
Taylor & Co. is a Texas corporation, the principal business of which is
the rendering of investment consulting services to third parties. The
principal business address of Taylor & Co., which also serves as its principal
office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
TMT
See answers above.
PDI
PDI is a Delaware limited partnership, the principal business of which is
the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of PDI, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PA, the sole general partner of PDI, is set forth below.
PA
PA is a Delaware corporation, the principal business of which is serving
as the sole general partner of Portfolio, PDI and other affiliated limited
partnerships. The principal business address of PA, which also serves as its
principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, the name, residence or
business address, and present principal occupation or employment of each
director, executive officer and controlling person (in addition to TIF) of PA
are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas M. Taylor See answers above. See answers above.
W. R. Cotham See answers above. See answers above.
Portfolio
Portfolio is a Delaware limited partnership, the principal business of
which is the purchase, sale, exchange, acquisition and holding of investment
securities. The principal business address of Portfolio, which also serves as
its principal office, is 201 Main Street, Suite 3200, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PA, the sole general partner of Portfolio, is set forth above.
BMT
BMT is a revocable grantor trust established pursuant to the Texas Trust
Act. The principle business address of BMT, which also serves as its
principal office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to PRB, one of the Trustors and the sole Trustee of BMT, and NLB, the other
Trustor of BMT, is set forth below.
PRB
PRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Perry R. Bass, Inc. ("PRB, Inc.").
PRB, Inc. is a Texas corporation, the principal businesses of which are
ranching and the exploration for and production of hydrocarbons. The
principal business address of PRB, Inc., which also serves as its principal
office, is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
NLB
NLB's residence address is 45 Westover Road, Fort Worth, Texas 76107, and she
is not presently employed. NLB is the other Trustor of BMT.
SRBMT
SRBMT is a revocable trust existing under the laws of the State of Texas.
The address of SRBMT is 201 Main Street, Suite 2700, Fort Worth, Texas 76102.
Pursuant to Instruction C to Schedule 13D of the Act, information with respect
to one of its Trustees, PRB, is set forth above. Information with respect to
its two other Trustees, LMB and SRB, is set forth below.
SRB
SRB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Sid R. Bass, Inc. ("SRB, Inc.").
SRB, Inc. is a Texas corporation. SRB, Inc.'s principal businesses are
the ownership and operation of oil and gas properties (through Bass
Enterprises Production Co. ("BEPCO")), the ownership and operation of gas
processing plants and carbon black plants (through various partnerships),
farming and ranching, investing in marketable securities and real estate
investment and development. The principal business address of SRB, Inc.,
which also serves as its principal office, is 201 Main Street, Suite 2700,
Fort Worth, Texas 76102.
BEPCO is a Texas corporation, the principal business of which is oil
exploration and drilling and producing hydrocarbons. The principal address of
BEPCO, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
LMB
LMB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Lee M. Bass, Inc. ("LMB, Inc.").
LMB, Inc. is a Texas corporation. LMB, Inc.'s principal businesses are
the ownership and operation of oil and gas properties (through BEPCO), the
ownership and operation of gas processing plants and carbon black plants
(through various partnerships), farming and ranching, investing in marketable
securities and real estate investment and development. The principal business
address of LMB, Inc., which also serves as its principal office, is 201 Main
Street, Suite 2700, Fort Worth, Texas 76102.
EPB
EPB's business address is 201 Main Street, Suite 2700, Fort Worth, Texas
76102, and his present principal occupation or employment at such address is
serving as President of Thru Line Inc. ("TLI").
TLI is a Texas corporation. TLI's principal businesses are the ownership
and operation of oil and gas properties (through BEPCO), the ownership and
operation of gas processing plants and carbon black plants (through various
partnerships), farming and ranching, investing in marketable securities and
real estate investment and development. The principal business address of
TLI, which also serves as its principal office, is 201 Main Street, Suite
2700, Fort Worth, Texas 76102.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
(f) All of the natural persons identified in this Item 2 are citizens of
the United States of America.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used or to be used by the Reporting
Persons to purchase shares of the Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
TIF Not Applicable Not Applicable
TFI Not Applicable Not Applicable
TCM Not Applicable Not Applicable
TMT Not Applicable Not Applicable
PDI Working Capital(1) $22,094,624.26 (4)
PA Not Applicable Not Applicable
Portfolio Working Capital (1) $ 9,432,045.80
BMT Trust Funds (2) $ 8,643,440.51
PRB Not Applicable Not Applicable
NLB Not Applicable Not Applicable
SRBMT Trust Funds (2) $ 8,647,711.43
SRB Not Applicable Not Applicable
LMB Personal Funds (3) $ 8,643,440.51
EPB Personal Funds (3) $ 6,198,031.49
(1) As used herein, the term "Working Capital" includes income from
the business operations of the entity plus sums borrowed from banks and
brokerage firm margin accounts to operate such business in general. None of
the funds reported herein as "Working Capital" were borrowed or otherwise
obtained for the specific purpose of acquiring, handling, trading or voting
the Stock.
(2) As used herein, the term "Trust Funds" includes income from the
various investments of the trust plus sums borrowed from banks and brokerage
firm margin accounts for general purposes. None of the funds reported herein
as "Trust Funds" were borrowed or otherwise obtained for the specific purpose
of acquiring, handling, trading or voting the Stock.
(3) As used herein, the term "Personal Funds" may include sums
borrowed from banks and brokerage firm margin accounts, none of which were
borrowed or otherwise obtained for the specific purpose of acquiring,
handling, trading or voting the Stock.
(4) As described in paragraph (c) of Item 5, on January 23, 1996,
Portfolio transferred, by means of a capital contribution, all shares of the
Stock owned by it. The amount of funds reported as being used by PDI to
acquire the Stock includes the funds previously used by Portfolio to purchase
shares of the Stock.
Item 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired and continue to hold the shares of the
Stock reported herein for investment purposes. Consistent with such purposes,
the Reporting Persons have had, and expect to continue to have, discussions
with management and other shareholders of the Issuer concerning various
operational and financial aspects of the Issuer's business. The Reporting
Persons may, in the future, also have discussions with management, directors
and other shareholders of the Issuer concerning various ways of maximizing
long-term shareholder value.
Depending on market conditions and other factors that each of the
Reporting Persons may deem material to its investment decision, such Reporting
Person may purchase additional shares of the Stock in the open market or in
private transactions. Depending on these same factors, such Reporting Person
may sell all or a portion of the shares of the Stock that it now owns or
hereafter may acquire on the open market or in private transactions.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to or that would result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Act.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)
TIF
Because of its position as the sole stockholder of PA, which is the
sole general partner of PDI, TIF may, pursuant to Rule 13d-3 of the Act, be
deemed to be the beneficial owner of 1,666,400 shares of the Stock, which
constitutes approximately 4.3% of the outstanding shares of the Stock.
TFI
Because of its position as the sole general partner of TIF, which is
the sole stockholder of PA, which is the sole general partner of PDI, TFI may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,666,400 shares of the Stock, which constitutes approximately 4.3% of the
outstanding shares of the Stock.
TCM
Because of its position as the sole general partner of TFI, which is
the sole general partner of TIF, which is the sole stockholder of PA, which is
the sole general partner of PDI, TCM may, pursuant to Rule 13d-3 of the Act,
be deemed to be the beneficial owner of 1,666,400 shares of the Stock, which
constitutes approximately 4.3% of the outstanding shares of the Stock.
TMT
Because of his position as the President and sole stockholder of TCM,
which is the sole general partner of TFI, which is the sole general partner of
TIF, which is the sole stockholder of PA, which is the sole general partner of
PDI, TMT may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,666,400 shares of the Stock, which constitutes
approximately 4.3% of the outstanding shares of the Stock.
PDI
The aggregate number of shares of the Stock that PDI owns
beneficially, pursuant to Rule 13d-3 of the Act, is 1,666,400, which
constitutes approximately 4.3% of the outstanding shares of the Stock.
PA
Because of its position as the sole general partner of PDI, PA may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
1,666,400 shares of the Stock, which constitutes approximately 4.3% of the
outstanding shares of the Stock.
Portfolio
Portfolio does not beneficially own any shares of the Stock.
BMT
The aggregate number of shares of the Stock that BMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 330,790, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
PRB
Because of his positions as sole trustee and as a trustor of BMT, PRB
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner
of 330,790 shares of the Stock, which constitutes approximately 0.9% of the
outstanding shares of the Stock.
NLB
Because of her position as a trustor of BMT, NLB may, pursuant to Rule
13d-3 of the Act, be deemed to be the beneficial owner of 330,790 shares of
the Stock, which constitutes approximately 0.9% of the outstanding shares of
the Stock.
SRBMT
The aggregate number of shares of the Stock that SRBMT owns
beneficially, pursuant to Rule 13d-3 of the Act, is 330,900, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
SRB
Because of his positions as a trustee and the sole trustor of SRBMT
and by virtue of his power to revoke same, SRB may, pursuant to Rule 13d-3 of
the Act, be deemed to be the beneficial owner of 330,900 shares of the Stock,
which constitutes approximately 0.9% of the outstanding shares of the Stock.
LMB
The aggregate number of shares of the Stock that LMB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 330,795, which constitutes
approximately 0.9% of the outstanding shares of the Stock.
EPB
The aggregate number of shares of the Stock that EPB owns
beneficially, pursuant to Rule 13d-3 of the Act, is 324,715, which constitutes
approximately 0.8% of the outstanding shares of the Stock.
To the best of the knowledge of each of the Reporting Persons, other
than as set forth above, none of the persons named in Item 2 herein is the
beneficial owner of any shares of the Stock.
(b)
TIF
As the sole stockholder of PA, which is the sole general partner of
PDI, TIF has the sole power to vote or to direct the vote and to dispose or to
direct the disposition of 1,666,400 shares of the Stock.
TFI
As the sole general partner of TIF, which is the sole stockholder of
PA, which is the sole general partner of PDI, TFI has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 1,666,400
shares of the Stock.
TCM
As the sole general partner of TFI, which is the sole general partner
of TIF, which is the sole stockholder of PA, which is the sole general partner
of PDI, TCM has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 1,666,400 shares of the Stock.
TMT
As the President and sole stockholder of TCM, which is the sole
general partner of TFI, which is the sole general partner of TIF, which is the
sole stockholder of PA, which is the sole general partner of PDI, TMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 1,666,400 shares of the Stock.
PDI
Acting through its sole general partner, PDI has the sole power to
vote or to direct the vote and to dispose or to direct the disposition of
1,666,400 shares of the Stock.
PA
As the sole general partner of PDI, PA has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 1,666,400
shares of the Stock.
Portfolio
Portfolio has no power to vote or to direct the vote or to dispose or
to direct the disposition of any shares of the Stock.
BMT
Acting through its Trustee, BMT has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 330,790 shares
of the Stock.
PRB
In his capacity as Trustee of BMT, PRB has the sole power to vote or
to direct the vote and to dispose or to direct the disposition of 330,790
shares of the Stock.
NLB
NLB has no power to vote or to direct the vote or to dispose or to
direct the disposition of any shares of the Stock.
SRBMT
Acting through one of its Trustees and its sole Trustor, SRBMT has the
sole power to vote or to direct the vote and to dispose or to direct the
disposition of 330,900 shares of the Stock.
SRB
Because of his position as a Trustee and the sole Trustor of SRBMT and
by virtue of his power to revoke same, SRB has the sole power to vote or to
direct the vote and to dispose or to direct the disposition of 330,900 shares
of the Stock.
LMB
LMB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 330,795 shares of the Stock.
EPB
EPB has the sole power to vote or to direct the vote and to dispose or
to direct the disposition of 324,715 shares of the Stock.
(c) During the past 60 days, the Reporting Persons have purchased and
sold shares of the Stock in transactions on the New York Stock Exchange, as
follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED OR SOLD SHARE
BMT 12/01/95 3,750(P) $13.69
SRBMT 12/01/95 3,750(P) 13.69
LMB 12/01/95 3,750(P) 13.69
EPB 12/01/95 3,750(P) 13.69
BMT 12/04/95 3,450(P) 13.96
SRBMT 12/04/95 3,450(P) 13.96
LMB 12/04/95 3,450(P) 13.96
EPB 12/04/95 3,450(P) 13.96
BMT 12/05/95 1,250(P) 14.52
SRBMT 12/05/95 1,250(P) 14.52
LMB 12/05/95 1,250(P) 14.52
EPB 12/05/95 1,250(P) 14.52
BMT 12/06/95 6,250(p) 14.06
SRBMT 12/06/95 6,250(P) 14.06
LMB 12/06/95 6,250(P) 14.06
EPB 12/06/95 6,250(P) 14.06
BMT 12/06/95 12,375(P) 14.06
SRBMT 12/06/95 12,375(P) 14.06
LMB 12/06/95 12,375(P) 14.06
EPB 12/06/95 12,375(P) 14.06
BMT 12/07/95 2,375(P) 13.67
SRBMT 12/07/95 2,375(P) 13.67
LMB 12/07/95 2,375(P) 13.67
EPB 12/07/95 2,375(P) 13.67
BMT 12/08/95 500(P) 14.03
SRBMT 12/08/95 500(P) 14.03
LMB 12/08/95 500(P) 14.03
EPB 12/08/95 500(P) 14.03
BMT 12/11/95 6,575(P) 13.81
SRBMT 12/11/95 6,575(P) 13.81
LMB 12/11/95 6,575(P) 13.81
EPB 12/11/95 6,575(P) 13.81
BMT 12/21/95 1,000(P) 14.19
SRBMT 12/21/95 1,000(P) 14.19
LMB 12/21/95 1,000(P) 14.19
EPB 12/21/95 1,000(P) 14.19
BMT 01/05/96 3,250(S) 13.29
SRBMT 01/05/96 3,250(S) 13.29
LMB 01/05/96 3,250(S) 13.29
EPB 01/05/96 3,250(S) 13.29
BMT 01/10/96 2,500(S) 12.73
SRBMT 01/10/96 2,500(S) 12.73
LMB 01/10/96 2,500(S) 12.73
EPB 01/10/96 2,500(S) 12.73
Portfolio 01/10/96 270,000(P) 12.59
Portfolio 01/11/96 92,000(P) 12.94
Portfolio 01/15/96 38,200(P) 12.69
Portfolio 01/17/96 100,000(P) 13.06
Portfolio 01/19/96 114,500(P) 13.65
Portfolio 01/19/96 108,000(P) 13.56
Portfolio 01/19/96 2,000(P) 13.40
PDI 01/22/96 380,300(P) 13.30
PDI 01/22/96 125,000(P) 13.50
PDI 01/22/96 320,500(P) 13.57
PDI 01/23/96 17,500(P) 13.31
PDI 01/24/96 40,200(P) 13.40
PDI 01/24/96 26,500(P) 13.47
PDI 01/25/96 31,700(P) 13.92
On January 23, 1996, Portfolio transferred, by means of a capital
contribution, all of its 724,700 shares of the Stock to PDI.
Except as set forth in this paragraph (c), to the best of the knowledge
of each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in shares of the Stock during the
past 60 days.
(d) Each of the Reporting Persons affirms that no person other than
such Reporting Person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the shares of the
Stock owned by such Reporting Person.
(e) Not Applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except as set forth herein or in the Exhibits filed or to be filed
herewith, there are no contracts, arrangements, understandings or
relationships with respect to the shares of the Stock owned by the Reporting
Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii).
<PAGE>
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
DATED: January 26, 1996
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO D INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham,
Vice President
PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
THE BASS MANAGEMENT TRUST (2)
PERRY R. BASS (3)
NANCY LEE BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
LEE M. BASS (7)
E. P. BASS (8)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of E. P. Bass previously has been filed with the Securities and
Exchange Commission.
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement and Power of Attorney pursuant to Rule
13d-1(f)(1)(iii), filed herewith
Exhibit 99.1
1. Joint Filing. Pursuant to Rule 13d-1(f)(1)(iii) of Regulation
13D-G of the General Rules and Regulations of the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, the
undersigned agrees that the statement to which this Exhibit is attached is
filed on behalf of each of them in the capacities set forth below.
2. Power of Attorney. Know all persons by these presents that
each person whose signature appears below constitutes and appoints W. Robert
Cotham, Mark L. Hart, Jr. and William P. Hallman, Jr., and each of them, as
his true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
to the Schedule 13D filed on behalf of each of them with respect to their
beneficial ownership of Sotheby's Holdings, Inc., and to file the same, with
all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or such person or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
DATED: January 26, 1996
TRINITY I FUND, L.P.,
a Delaware limited partnership
By: TF INVESTORS, L.P.,
a Delaware limited partnership,
General Partner
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TF INVESTORS, L.P.,
a Delaware limited partnership
By: TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
TRINITY CAPITAL MANAGEMENT, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO D INVESTORS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: PORTFOLIO ASSOCIATES, INC.,
a Delaware corporation,
General Partner
By: /s/ W. R. Cotham
W. R. Cotham, Vice President
/s/ W. R. Cotham
W. R. Cotham,
Attorney-in-Fact for:
THOMAS M. TAYLOR (1)
THE BASS MANAGEMENT TRUST (2)
PERRY R. BASS (3)
NANCY LEE BASS (4)
SID R. BASS MANAGEMENT TRUST (5)
SID R. BASS (6)
LEE M. BASS (7)
E. P. BASS (8)
(1) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Thomas M. Taylor previously has been filed with the Securities and
Exchange Commission.
(2) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of The Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(3) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Perry R. Bass previously has been filed with the Securities and
Exchange Commission.
(4) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Nancy L. Bass previously has been filed with the Securities and
Exchange Commission.
(5) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass Management Trust previously has been filed with the
Securities and Exchange Commission.
(6) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Sid R. Bass previously has been filed with the Securities and
Exchange Commission.
(7) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of Lee M. Bass previously has been filed with the Securities and
Exchange Commission.
(8) A Power of Attorney authorizing W. R. Cotham, et al., to act on behalf
of E. P. Bass previously has been filed with the Securities and
Exchange Commission.
