UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
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SOTHEBY'S HOLDINGS, INC.
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(Name of Issuer)
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Class A Limited Voting Common Stock, $0.10 Par Value
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(Title of Class of Securities)
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835898 10 7
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(CUSIP Number)
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David A. Handelsman, Esq., Miro Weiner & Kramer, 500 North Woodward
Avenue, Suite 100, P.O. Box 908, Bloomfield Hills, MI 48304-0908, (810) 646-2400
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 15, 1996
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(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 [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* 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).
<PAGE>
SCHEDULE 13D
CUSIP NO. 835898 10 7 PAGE 2 OF 6 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Max M. Fisher
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF 2,499,535
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 10,760
BY EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,499,535
10 SHARED DISPOSITIVE POWER
10,760
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,510,295
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP NO. 835898 10 7 PAGE 3 OF 6 PAGES
13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of Class A Limited Voting Common Stock,
par value $0.10 per share ("Class A Common Stock"), of Sotheby's Holdings,
Inc. (the "Issuer").
ITEM 2. IDENTITY AND BACKGROUND.
(a) Max M. Fisher
(b) 2700 Fisher Building
Detroit, MI 48202
(c) Mr. Fisher's present principal occupation is private investor. He is
Vice Chairman of the Issuer.
(d) During the last five years, Mr. Fisher has not been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, Mr. Fisher has not 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) Mr. Fisher is a citizen of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Fisher has acquired 750 shares of Class A Common Stock (the "Acquired
Shares") from the Issuer pursuant to the Issuer's Director Stock Ownership
Plan. The Acquired Shares constitute a portion of his 1996 compensation as
a director who is not an employee of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The Acquired Shares were issued by the Issuer to Mr. Fisher and constitute
a portion of his 1996 compensation as a director who is not an employee
of the Issuer.
<PAGE>
CUSIP NO. 835898 10 7 PAGE 4 OF 6 PAGES
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Beneficially owned:
Max M. Fisher is the beneficial owner of 1,841,671 shares of
Class A Common Stock. This figure consists of: 750 shares of Class A
Common Stock owned by Mr. Fisher's grantor trust; 10,760 shares of
Class A Common Stock that Mr. Fisher has the right to acquire through
the conversion of shares of the Issuer's Class B Common Stock, $0.10
par value ("Class B Common Stock"), owned by various family trusts of
which Mr. Fisher is a co-trustee; and 1,830,161 shares of Class A
Common Stock which Mr. Fisher has the right to acquire through the
conversion of shares of Class B Common Stock held by Mr. Fisher as the
trustee of his grantor trust. This figure excludes 668,624 shares of
Class B Common Stock owned by Martinique Hotel, Inc., a corporation
owned by members of Mr. Fisher's family, and 56,519 shares of Class
A Common Stock that various family trusts (of which Mr. Fisher's wife
is a co-trustee) have the right to acquire through the conversion of
56,519 shares of Class B Common Stock owned by such trusts.
Mr. Fisher disclaims beneficial ownership of all shares other than
the 750 shares of Class A Common Stock and the 1,830,161
shares of Class B Common Stock (convertible into an equal number of
shares of Class A Common Stock) held by him as the trustee of his
grantor trust.
The increase in the aggregate shares of Class A Common Stock reported
as beneficially owned by Mr. Fisher results from his acquisition of
750 shares of Class A Common Stock pursuant to an initial grant under
the Issuer's Director Stock Ownership Plan.
(b) Percent of Class:
There are 38,728,693 outstanding shares of Class A Common Stock.
Assuming the conversion of all shares of Class B Common Stock of which
Mr. Fisher is the beneficial owner, Mr. Fisher owns 6.1% of the
Class A Common Stock.
(c) Number of shares as to which Mr. Fisher has:
(i) sole power to vote or to direct the vote: 2,499,535
(ii) shared power to vote or to direct the vote: 10,760
(iii) sole power to dispose or to direct the disposition of:
2,499,535
(iv) shared power to dispose or to direct the disposition of: 10,760
<PAGE>
CUSIP NO. 835898 10 7 PAGE 5 OF 6 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships with
respect to the shares of the Class A Common Stock or the Class B Common
Stock owned by Mr. Fisher.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None
<PAGE>
CUSIP NO. 835898 10 7 PAGE 6 OF 6 PAGES
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: April 24, 1996 /s/ Max M. Fisher
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Max M. Fisher
