<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 0)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
SOTHEBY'S HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
SOTHEBY'S HOLDINGS, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
TO BE HELD APRIL 29, 1997
To the Shareholders of
SOTHEBY'S HOLDINGS, INC.
The Annual Meeting of Shareholders of SOTHEBY'S HOLDINGS, INC. (the
"Company") will be held on Tuesday, April 29, 1997, at Sotheby's, 34-35 New Bond
Street, London, England, at 10 o'clock in the forenoon, local time, for the
following purposes:
1. To elect twelve (12) directors to serve until the next annual
meeting of shareholders and until their successors are elected and
qualified;
2. To approve the Amended and Restated Sotheby's Holdings, Inc.
Director Stock Ownership Plan;
3. To ratify the appointment of Deloitte & Touche LLP as the Company's
independent auditors for the year ending December 31, 1997; and
4. To transact such other business as may properly come before the
meeting or any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on March 17, 1997 as
the record date for determining the shareholders that are entitled to notice of,
and to vote at, the annual meeting or any adjournment or postponements thereof.
By Order of the Board of Directors
A. ALFRED TAUBMAN, Chairman
Bloomfield Hills, Michigan
March 26, 1997
SHAREHOLDERS WHO DO NOT INTEND TO BE PRESENT AT THE MEETING IN PERSON ARE
REQUESTED TO SIGN AND DATE THE ENCLOSED PROXY AND TO RETURN IT IN THE
ACCOMPANYING ENVELOPE IN ORDER THAT THE NECESSARY QUORUM MAY BE ASSURED. ANY
PROXY MAY BE REVOKED IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT
AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE MEETING.
<PAGE>
SOTHEBY'S HOLDINGS, INC.
500 N. WOODWARD AVENUE
SUITE 100
BLOOMFIELD HILLS, MICHIGAN 48304
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 29, 1997
This Proxy Statement is furnished in connection with the solicitation of
proxies (each, a "Proxy") by and on behalf of the Board of Directors of
Sotheby's Holdings, Inc. (the "Company"), for use at the annual meeting of
shareholders and at any adjournment or adjournments thereof (the "Meeting") to
be held, for the purposes set forth in the accompanying Notice of Annual
Meeting, on Tuesday, April 29, 1997, at Sotheby's, 34-35 New Bond Street,
London, England ("Sotheby's U.K."), at 10 o'clock in the forenoon, local time.
The Company expects to mail this Proxy Statement on or about March 26, 1997.
Valid Proxies will be voted as specified thereon at the Meeting. Any
shareholder giving a Proxy in the accompanying form retains the power to revoke
the Proxy, by written notice to the Company, at any time prior to its exercise.
In addition, attendance at the Meeting will not constitute a revocation of a
Proxy unless the shareholder affirmatively indicates at the Meeting that such
shareholder intends to vote the shares in person.
ANNUAL REPORT
The Annual Report of the Company for the year ended December 31, 1996,
including financial statements audited by Deloitte & Touche LLP , independent
auditors, and their reports thereon dated February 28, 1997, is being mailed
with this Proxy Statement to each of the Company's shareholders of record at the
close of business on March 17, 1997. IN ADDITION, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1996, AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION, WILL BE SENT TO ANY SHAREHOLDER, WITHOUT
CHARGE, UPON WRITTEN REQUEST TO INVESTOR RELATIONS, C/O SOTHEBY'S, INC., 1334
YORK AVENUE, NEW YORK, NEW YORK 10021.
VOTING SECURITIES
The holders of record of shares of Class A Limited Voting Common Stock, par
value $0.10 per share (the "Class A Common Stock"), or shares of Class B Common
Stock, par value $0.10 per share (the "Class B Common Stock," and together with
the Class A Common Stock, the "Common Stock"), of the Company at the close of
business on March 17, 1997, are entitled to vote at the Meeting. On that date,
there were outstanding and entitled to vote 38,839,834 shares of Class A Common
Stock, entitled to one vote per share, and 17,219,847 shares of Class B Common
Stock, entitled to ten votes per share. At the Meeting, the holders of Class A
Common Stock, voting as a class, will elect three directors, and the holders of
Class B Common Stock, voting as a class, will elect the remaining nine
directors.
With respect to all matters that may properly come before the Meeting (other
than the election of directors), holders of Common Stock will vote as a single
class.
Unless contrary instructions are indicated on the Proxy, all shares of
Common Stock represented by valid Proxies received pursuant to this solicitation
(and not revoked before they are voted) will be voted:
(1) FOR the election of the nominees for directors named in the Proxy;
(2) FOR the approval of the Amended and Restated Sotheby's Holdings,
Inc. Director Stock Ownership Plan; and
(3) FOR the ratification of the appointment of Deloitte & Touche LLP as
the Company's independent auditors.
<PAGE>
Other than the election of directors, all matters that may properly come
before the Meeting require the affirmative vote of a majority of the votes cast
at the Meeting. Holders of Class A Common Stock elect three directors by a
plurality of the votes cast by such holders at the Meeting, and holders of Class
B Common Stock elect nine directors by a plurality of the votes cast by such
holders at the Meeting.
Where brokers are prohibited from exercising discretionary authority for
beneficial owners who have not provided voting instructions for a particular
matter, those shares ("Non-Voting Shares") will not be included in the vote
totals for that matter but will be counted for determining the presence of a
quorum. Consequently, Non-Voting Shares will not affect the determination of
whether a matter is approved.
Shares voted to abstain regarding a particular matter ("Abstaining Shares")
will not be counted in determining whether a matter is approved. Accordingly,
Abstaining Shares will not affect the determination of whether a matter is
approved.
The Company knows of no business other than that set forth above to be
transacted at the Meeting, but if other matters requiring a vote do arise, it is
the intention of the persons named in the Proxy to vote in accordance with their
judgment on such matters.
ELECTION OF DIRECTORS
Twelve directors are to be elected at the Meeting to serve until the next
annual meeting and until their respective successors have been elected and
qualified. All of the nominees are now members of the Board of Directors.
Directors are elected by a plurality of the votes cast at the Meeting.
The shares of Class A Common Stock represented by the enclosed Proxy, if
given and unless otherwise specified, will be voted by the persons named as
proxies for the election of the following individuals nominated by the Board of
Directors:
<TABLE>
<CAPTION>
YEAR FIRST
NAME ELECTED A DIRECTOR
- --------------------------------------------------------------------------- -------------------
<S> <C>
Walter J. P. Curley........................................................ 1993
Max M. Fisher.............................................................. 1983
A. Alfred Taubman.......................................................... 1983
</TABLE>
The shares of Class B Common Stock represented by the enclosed Proxy, if
given and unless otherwise specified, will be voted by the persons named as
proxies for the election of the following individuals nominated by the Board of
Directors:
<TABLE>
<CAPTION>
YEAR FIRST
NAME ELECTED A DIRECTOR
- --------------------------------------------------------------------------- -------------------
<S> <C>
Conrad Black............................................................... 1997
Viscount Blakenham......................................................... 1987
Kevin A. Bousquette........................................................ 1996
Diana D. Brooks............................................................ 1992
Lord Camoys................................................................ 1993
The Rt. Hon. The Earl of Gowrie............................................ 1985
The Marquess of Hartington................................................. 1994
Henry R. Kravis............................................................ 1996
Simon de Pury.............................................................. 1995
</TABLE>
It is not contemplated that any of the nominees will be unable or unwilling
to serve; however, if any nominee is unable or unwilling to serve, it is
intended that the shares represented by the Proxy, if given and unless otherwise
specified therein, will be voted for a substitute nominee or nominees designated
by the Board of Directors. Additional information regarding the nominees is
contained under the caption "Management."
2
<PAGE>
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of February 28, 1997 by its
directors, executive officers and 5% shareholders. The Company has relied upon
information supplied by its officers, directors and certain shareholders and
upon information contained in filings with the Securities and Exchange
Commission. Each share of Class B Common Stock is freely convertible into one
share of Class A Common Stock. Accordingly, under the applicable rules of the
Securities and Exchange Act of 1934 (the "Exchange Act"), holders of Class B
Common Stock are deemed to own an equal number of shares of Class A Common
Stock. For purposes of the calculation of the percentage of each class that each
Named Executive Officer (as such term is defined under the caption "Compensation
of Executive Officers"), director and 5% shareholder beneficially owns, the
number of shares of such class deemed to be outstanding is the sum of all
outstanding shares of such class plus the number of shares that such beneficial
owner has, or is deemed to have, the right to acquire by the exercise of options
or conversion.
CLASS A AND CLASS B COMMON STOCK OWNERSHIP OF DIRECTORS,
EXECUTIVE OFFICERS AND 5% SHAREHOLDERS
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
--------------------------- --------------------------
DIRECTORS, EXECUTIVE OFFICERS NUMBER OF PERCENT NUMBER OF PERCENT
AND 5% SHAREHOLDERS SHARES OF CLASS SHARES OF CLASS
- ------------------------------ ---------------- -------- --------------- --------
<S> <C> <C> <C> <C>
The Honorable Conrad M. 1,643(1) * 0 *
Black.......................
Telegraph Group Ltd
1 Canada Square
Canary Wharf
London E145 DT England
Viscount Blakenham............ 2,393(1) * 0 *
Pearson plc
3-5 Burlington Gardens
London WIX ILE England
Kevin A. Bousquette........... 77,000(2) * 68,000(3) *
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
Diana D. Brooks............... 565,000(4) 1.4% 565,000(5) 3.2%
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
Lord Camoys................... 3,500 * 0 *
c/o Sotheby's
34-35 New Bond Street
London W1 2AA England
Ambassador Walter J.P. 3,250(6) * 0 *
Curley......................
450 Park Avenue
Suite 2104
New York, New York 10022
Max M. Fisher................. 2,492,938(1)(7) 6.0% 2,490,545(8) 14.5%
2700 Fisher Building
Detroit, MI 48202
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
--------------------------- --------------------------
DIRECTORS, EXECUTIVE OFFICERS NUMBER OF PERCENT NUMBER OF PERCENT
AND 5% SHAREHOLDERS SHARES OF CLASS SHARES OF CLASS
- ------------------------------ ---------------- -------- --------------- --------
<S> <C> <C> <C> <C>
FMR Corp. .................... 4,968,450 12.8% 0 *
82 Devonshire Street
Boston, MA 02109
GeoCapital Corporation........ 2,371,958 6.1% 0 *
767 Fifth Avenue
New York, New York 10153
The Rt. Hon. The Earl of 2,250(6) * 0 *
Gowrie......................
c/o Sotheby's
34-35 New Bond Street
London W1 2AA England
The Marquess of Hartington.... 8,393(1) * 0 *
Beamsley Hall
Bolton Abbey, Skipton
North Yorkshire, BD23 6HD
England
Henry R. Kravis............... 1,643(1) * 0 *
c/o Kohlberg Kravis Roberts
& Co.
9 West 57th Street
New York, New York 10019
NewSouth Capital Management, 1,980,579 5.1% 0 *
Inc. .......................
755 Crossover Lane, Suite
233
Memphis, TN 38117
Portfolio D Investors, LP 4,071,900(9) 10.5% 0 *
and.........................
Other Related Parties
201 Main Street, Suite 2600
Fort Worth, Texas 76102
Simon de Pury................. 153,600(10) * 153,600(11) *
c/o Sotheby's
13 Quai du Mont Blanc
CH-12-01 Geneva, Switzerland
William F. Ruprecht........... 87,800(12) * 87,800(13) *
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
A. Alfred Taubman............. 13,243,821(1)(14) 25.4% 13,241,328(15) 76.9%
200 E. Long Lake Road
Bloomfield Hills, MI 48304
Julian Thompson............... 119,600(16) * 109,600(17) *
c/o Sotheby's
34-35 New Bond Street
London W1 2AA England
Henry Wyndham................. 45,000(18) * 45,000(19) *
c/o Sotheby's
34-35 New Bond Street
London, W1 2AA England
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
CLASS A COMMON STOCK CLASS B COMMON STOCK
--------------------------- --------------------------
DIRECTORS, EXECUTIVE OFFICERS NUMBER OF PERCENT NUMBER OF PERCENT
AND 5% SHAREHOLDERS SHARES OF CLASS SHARES OF CLASS
- ------------------------------ ---------------- -------- --------------- --------
<S> <C> <C> <C> <C>
Directors and Executive
Officers
as a Group.................. 16,951,315(20) 30.5% 16,870,706(20) 92.6%
</TABLE>
- ------------------------
* Represents less than 1%.
(1) This figure includes 1,643 shares of Class A Common Stock earned under the
Amended and Restated Sotheby's Holdings, Inc. Director Stock Ownership Plan,
which is subject to shareholder approval.
(2) In addition to 9,000 shares of Class A Common Stock that Mr. Bousquette
owns, this figure includes 68,000 shares of Class A Common Stock that Mr.
Bousquette has the right to acquire by exercising options for shares of
Class B Common Stock and converting such shares.
(3) This figure represents 68,000 shares of Class B Common Stock that Mr.
Bousquette has the right to acquire by exercising options.
(4) This figure includes 82,000 shares of Class A Common Stock that Ms. Brooks
has the right to acquire by converting shares of Class B Common Stock and
483,000 shares of Class A Common Stock that she has the right to acquire by
exercising options for shares of Class B Common Stock and converting such
shares.
(5) In addition to 82,000 shares of Class B Common Stock that Ms. Brooks owns,
this figure includes 483,000 shares of Class B Common Stock that Ms. Brooks
has the right to acquire by exercising options.
(6) This figure includes 1,500 shares of Class A Common Stock earned under the
Amended and Restated Sotheby's Holdings, Inc. Director Stock Ownership Plan,
which is subject to shareholder approval.
(7) In addition to 750 shares of Class A Common Stock that Mr. Fisher owns as
trustee of his grantor trust, this figure includes 1,840,921 shares of Class
A Common Stock that Mr. Fisher has the right to acquire by converting shares
of Class B Common Stock. Mr. Fisher disclaims beneficial ownership of all
shares of Class A Common Stock other than the 2,393 shares of Class A Common
Stock and the 1,830,161 shares relating to the shares of Class B Common
Stock held by him as trustee of his grantor trust. See footnote 8 below.
(8) This figure includes 10,760 shares of Class B Common Stock owned by various
family trusts of which Mr. Fisher is a co-trustee and 1,830,161 shares of
Class B Common Stock that Mr. Fisher holds as trustee of his grantor trust.
This figure also includes 649,624 shares owned by Martinique Hotel, Inc., a
corporation owned by Mr. Fisher's family. This figure excludes 56,519 shares
of Class B Common Stock owned by various family trusts of which Mr. Fisher's
wife is a co-trustee. Mr. Fisher disclaims beneficial ownership of all
shares other than those held by him as trustee of his grantor trust.
(9) This figure includes the total number of shares of Class A Common Stock
owned by the following persons or entities: Trinity Capital Management,
Inc., Trinity I Fund, L.P., TF Investors L.P., Thomas M. Taylor, Portfolio D
Investors, L.P., Portfolio Associates, Inc., Portfolio Partners, L.P., The
Bass Management Trust, Sid R. Bass, Nancy L. Bass, Sid R. Bass Management
Trust, Perry Bass, Lee M. Bass, and E.P. Bass. This figure also includes
135,800 shares of Class A Common Stock owned by Thomas M. Taylor, Trinity
Capital Management, Inc., TF Investors L.P., Trinity I Fund, L.P., Portfolio
Associates, Inc., and Portfolio D Investors, L.P.
(10) This figure represents 153,600 shares of Class A Common Stock that Mr. de
Pury has the right to acquire by exercising options for shares of Class B
Common Stock and converting such shares.
5
<PAGE>
(11) This figure represents 153,600 shares of Class B Common Stock that Mr. de
Pury has the right to acquire by exercising options.
(12) This figure represents 87,800 shares of Class A Common Stock that Mr.
Ruprecht has the right to acquire by exercising options for shares of Class
B Common Stock and converting such shares.
(13) This figure represents 87,800 shares of Class B Common Stock that Mr.
Ruprecht has the right to acquire by exercising options.
(14) In addition to 850 shares of Class A Common Stock that Mr. Taubman owns as
trustee of his grantor trust, this figure includes 9,772,698 shares of Class
A Common Stock that he has the right to acquire by converting shares of
Class B Common Stock that Mr. Taubman owns as trustee of his grantor trust
and also includes 3,468,630 shares of Class A Common Stock that he has the
right to acquire by converting shares of Class B Common Stock owned by
Taubman Investments Limited Partnership, over which shares he has sole
voting and dispositive control.
(15) This figure includes 9,772,698 shares of Class B Common Stock owned by Mr.
Taubman and 3,468,630 shares of Class B Common Stock owned by Taubman
Investments Limited Partnership, over which shares Mr. Taubman has sole
voting and dispositive control. This figure excludes 792,830 shares of Class
B Common Stock owned by Judith Taubman, his wife. Mr. Taubman disclaims
beneficial ownership of all shares of Class B Common Stock owned by Judith
Taubman.
(16) This figure includes 65,000 shares of Class A Common Stock that Mr.
Thompson has the right to acquire by converting shares of Class B Common
Stock; 44,600 shares of Class A Common Stock that he has the right to
acquire by exercising options for shares of Class B Common Stock and
converting such shares; and 10,000 shares of Class A Common Stock owned by
his wife, Jacqueline Mary Thompson.
(17) In addition to 65,000 shares of Class B Common Stock that Mr. Thompson
owns, this figure includes 44,600 shares of Class B Common Stock that Mr.
Thompson has the right to acquire by exercising options.
(18) This figure represents 45,000 shares of Class A Common Stock that Mr.
Wyndham has the right to acquire by exercising options for shares of Class B
Common Stock and converting such shares.
(19) This figure represents 45,000 shares of Class B Common Stock that Mr.
Wyndham has the right to acquire by exercising options.
(20) See above notes.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
All directors of the Company are elected to hold office until the next
annual meeting of shareholders and until their successors are elected and
qualified. Officers of the Company are appointed by the Board
6
<PAGE>
of Directors and serve at the discretion of the Board. The directors and
executive officers of the Company (including certain officers of certain
principal subsidiaries and divisions) are as follows:
<TABLE>
<CAPTION>
NAME AGE PRESENT TITLE
- --------------------------------------------- --- ------------------------------------------------------------
<S> <C> <C>
George Bailey................................ 43 Managing Director, Sotheby's Europe
Conrad Black................................. 52 Director
Viscount Blakenham........................... 59 Director
Kevin A. Bousquette.......................... 39 Executive Vice President and Chief Operating Officer;
Director
Diana D. Brooks.............................. 46 President and Chief Executive Officer; Director
Lord Camoys.................................. 57 Deputy Chairman
Walter J. P. Curley.......................... 74 Director
Max M. Fisher................................ 88 Vice Chairman
The Rt. Hon. The Earl of Gowrie.............. 57 Director
The Marquess of Hartington................... 53 Deputy Chairman
Henry R. Kravis.............................. 53 Director
Simon de Pury................................ 45 Chairman, Sotheby's Europe; Director
William F. Ruprecht.......................... 41 Managing Director, Sotheby's North and South America
William S. Sheridan.......................... 43 Senior Vice President and Chief Financial Officer
A. Alfred Taubman............................ 72 Chairman
Julian Thompson.............................. 56 Co-Chairman, Sotheby's Asia; Director
Henry Wyndham................................ 43 Chairman, Sotheby's (U.K.)
Mitchell Zuckerman........................... 51 President, Sotheby's Financial Services, Inc.
</TABLE>
Mr. Bailey was appointed Managing Director of Sotheby's Europe in January
1994. From 1992 through 1993, he served as director of business development,
Sotheby's Europe. From 1987 to 1992, Mr. Bailey was the director of operations,
Sotheby's (U.K.).
Mr. Black became a director of the Company in February 1997. He is the
Chairman and Chief Executive Officer of Hollinger Inc. and its subsidiary,
Hollinger International Inc., a publisher of English language newspapers, and
the Chairman of Telegraph Group Limited. Mr. Black is also Chairman and Chief
Executive Officer of Southam Inc. and serves as a director of the Canadian
Imperial Bank of Commerce, Brascan Limited, Eatons of Canada Ltd., the Financial
Post Co., and Livent Inc. He also is a member of the advisory boards of The
National Interest, Gulfstream Aerospace Corporation, and The Council on Foreign
Relations.
Lord Blakenham became a director of the Company in 1987. Since 1961, he has
served in various executive positions with Pearson plc, a British media company
that serves worldwide information, education and entertainment markets and that
has a substantial interest in the three Lazard investment banking firms. He has
been Executive Chairman of Pearson plc since 1983. Lord Blakenham is a Managing
Director of Lazard Brothers & Co., Limited, an investment banking firm, and the
non-executive Chairman of MEPC plc, a commercial real estate investment and
development company.
Mr. Bousquette became a director of the Company and was appointed Executive
Vice President and Chief Operating Officer of the Company in September 1996. He
had been the Company's Chief Financial Officer from March 1993 to November 1996
and a Senior Vice President of the Company from March 1993 to September 1996.
From 1985 to 1992, Mr. Bousquette was an executive at Kohlberg Kravis Roberts &
Co., L.P., a merchant banking firm, and a limited partner of KKR Associates,
L.P.
Ms. Brooks was appointed President and Chief Executive Officer of the
Company in April 1994. From March 1993 until April 1994, Ms. Brooks served as
President and Chief Executive Officer of Sotheby's, a division which conducts
the Company's worldwide auction business. She has been Chief Executive Officer
7
<PAGE>
of Sotheby's, Inc. since 1990 and President of Sotheby's, Inc., responsible for
North and South American operations, since 1987. Ms. Brooks joined the Company
in 1979 and has been a director since 1992.
Lord Camoys became a director of the Company in October 1993 and assumed the
role of Deputy Chairman of the Company, effective April 1, 1994. Since 1989, he
has been Deputy Chairman of Barclays de Zoete Wedd Holdings Limited, the
international investment banking arm of Barclays Group. Lord Camoys is a
director of 3i Group plc, an investment group, and Perpetual Group plc and is
Deputy Chairman of National Provident Institution.
Mr. Curley has been a director of the Company since April 1993. From 1989 to
March 1993, Mr. Curley served as U.S. Ambassador to France. Mr. Curley is a
director of American Exploration Company, an oil and gas exploration and
development company, and The France Growth Fund, a closed end investment
company. He is also a member of the International Advisory Committee of
Compagnie Financiere de Paribas, an international bank, Chairman of the French
American Foundation, President of the Curley Land Company, a family real estate
company, and a Trustee of the Frick Collection.
Mr. Fisher is a private investor and has been Vice Chairman of the Company
since 1986 and a director of the Company since 1983. Mr. Fisher is a director of
Comerica, Inc., a bank holding company.
Lord Gowrie has been a director of the Company since 1985 and served as
chairman of Sotheby's International from 1985 through 1987. From 1987 through
1993, Lord Gowrie served as chairman of Sotheby's Europe, which then encompassed
the United Kingdom, Europe, Asia and Australia. Lord Gowrie was appointed
Chairman of the Arts Council, which administers grants to arts groups in Great
Britain, effective April 1994, and became Chairman of Development Securities, a
property holdings and development company, in June 1996. He is a director of
Verity plc, an audio and music equipment manufacturer, Guiness Mahon Holdings
plc, a merchant bank, and served as a director of Ladbroke Group plc, an
entertainment and leisure company, until May 1996.
The Marquess of Hartington became a director of the Company in September
1994 and assumed the role of Deputy Chairman of the Company, effective April 15,
1996. He serves as a director of a number of private companies, including
Chatsworth, and estates in Derbyshire, Yorkshire, and Sussex.
Mr. Kravis became a director of the Company in October 1996. He co-founded
Kohlberg Kravis Roberts & Co., a merchant banking firm, in 1976 and currently
serves as a director of AutoZone, Inc., Borden, Inc., Bruno's, Inc., Flagstar
Companies Inc., Flagstar Corporation, Gillette Co., IDEX Corporation, K-III
Communications Corporation, Merit Behavioral Care Corporation, Newsquest Capital
plc, Owens-Illinois, Inc., Owens Illinois Group, Inc., Safeway, Inc., Union
Texas Petroleum Holdings, Inc., and World Color Press, Inc. Mr. Kravis is a
member of the Council on Foreign Relations and also serves on the boards of
trustees of the Metropolitan Museum of Art, Central Park Conservancy, and Mount
Sinai Hospital. He is Chairman of the Board of Public Television Channel 13/New
York and the New York City Investment Fund.
Mr. de Pury was appointed Chairman of Sotheby's Europe in January 1994. He
served as Deputy Chairman of Sotheby's Europe from 1992 through 1993. From 1988
to 1991, he served as Deputy Chairman of Sotheby's (U.K.), directly responsible
for European business development. Mr. de Pury joined the Company in 1975. From
1975 to 1979, he performed several functions within the Company, among them
opening the Geneva office. He rejoined the Company in 1986 as Managing Director,
Sotheby's International, Inc., responsible for all continental European offices.
He has been a director of the Company since 1995.
Mr. Ruprecht was appointed Executive Vice President and Managing Director of
Sotheby's, Inc. in February 1994. From 1992 to February 1994, Mr. Ruprecht
served as Director of Marketing for the Company worldwide and also oversaw a
number of specialist departments. From 1986 to 1992, he served as Director of
Marketing for Sotheby's, Inc.
8
<PAGE>
Mr. Sheridan was appointed Senior Vice President and Chief Financial Officer
of the Company in November 1996. From 1987 until November 1996, Mr. Sheridan was
a partner at the accounting and consulting firm of Deloitte & Touche LLP.
Mr. Taubman is a private investor. Since 1983, Mr. Taubman has been the
largest shareholder and Chairman of the Company. He is Chairman of Taubman
Centers, Inc., a company engaged in the regional retail shopping center
business. Mr. Taubman serves as a member of the board of directors of Livent
Inc., a producer of theatrical works. He also serves as a director of Hollinger
International Inc., a publisher of English language newspapers.
Mr. Thompson has been a director of the Company since 1983 and Co-Chairman
of Sotheby's Asia since 1996. He was Chairman of Sotheby's Asia, Inc. from 1992
through 1995. From 1986 to 1991 he was Deputy Chairman of Sotheby's (U.K.),
directly responsible for business development in Asia.
Mr. Wyndham became Chairman of Sotheby's (U.K.) in February 1994. From 1988
until 1994, he was a partner of the St. James Art Group, an art dealing
business.
Mr. Zuckerman has been President of Sotheby's Financial Services, Inc. since
1988.
Based on the Company's review of the filings made by the Company's directors
and officers under Section 16 of the Exchange Act, all transactions in and
beneficial ownership of the Company's equity securities were reported in a
timely manner.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors of the Company met five times during 1996. The Board
of Directors has an Audit and Compensation Committee, which met five times
during 1996, and an Executive Committee, which met once during 1996. As of
December 31, 1996, the Audit and Compensation Committee consisted of Mr. Fisher,
Viscount Blakenham, Mr. Curley, and Mr. Kravis, and the Executive Committee
consisted of Mr. Taubman, Mr. Fisher, and Ms. Brooks. Each of the directors,
with the exception of Mr. Kravis and Mr. Thompson, attended at least 75% of the
meetings of the Board and the committees of the Board on which he or she served
during the applicable time period.
9
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
The following table sets forth all compensation of the Chief Executive
Officer and each of the other four most highly compensated executive officers
(collectively, the "Named Executive Officers" and, individually, a "Named
Executive Officer") of the Company during each of the last three years.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------ -------------
<S> <C> <C> <C> <C> <C> <C>
SHARES
NAME AND OTHER ANNUAL UNDERLYING ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(4) COMPENSATION OPTIONS (#) COMPENSATION(13)
- ----------------------------- --------- ---------- ---------- ------------- ------------- -----------------
Diana D. Brooks.............. 1996 $ 525,000 $ 557,800(5) $ 12,240(9) 50,000(12) $ 51,240
President and Chief 1995 $ 500,000 $ 351,050(5) $ 7,920(9) 200,000 $ 37,299
Executive Officer 1994 $ 500,000 $ 276,000(5) $ 7,200(9) 250,000 $ 35,150
Kevin A. Bousquette (1)...... 1996 $ 375,042 $ 200,000 $ 0 175,000(12) $ 34,564
Executive Vice President 1995 $ 343,000 $ 177,000 $ 0 20,000 $ 24,397
and Chief Operating Officer 1994 $ 330,000 $ 104,000 $ 6,000(9) 0 $ 20,450
Simon de Pury................ 1996 $ 403,877 $ 248,000 $ 22,745(10) 25,000(12) $ 70,808
Chairman Sotheby's 1995 $ 418,883 $ 179,025 $ 21,739(10) 20,000 $ 53,895
Europe 1994 $ 322,142 $ 160,000(6) $ 10,597(9) 66,000 $ 47,480
Henry Wyndham(2)............. 1996 $ 212,085 $ 207,990(7) $ 75,408(11) 25,000(12) $ 44,384
Chairman, Sotheby's 1995 $ 206,716 $ 222,900(7) $ 74,400(11) 40,000 $ 4,939
(U.K.) 1994 $ 183,960 $ 137,390(7) $ 46,400(11) 75,000 $ 4,404
William F. Ruprecht(3)....... 1996 $ 300,000 $ 181,563 $ 0 25,000(12) $ 29,260
Managing Director, 1995 $ 260,000 $ 177,000 $ 0 17,500 $ 19,977
Sotheby's North and 1994 $ 225,000 $ 157,500(8) $ 0 8,000 $ 17,656
South America
</TABLE>
- ------------------------
(1) Mr. Bousquette was appointed Executive Vice President and Chief Operating
Officer in September 1996.
(2) Mr. Wyndham joined the Company as Chairman, Sotheby's (U.K.), effective
February 1994.
(3) Mr. Ruprecht was appointed Executive Vice President and Managing Director of
Sotheby's, Inc. in February 1994.
(4) 1996 bonus amounts include cash paid in 1997 in respect of 1996 performance.
(5) The 1996 and 1995 bonus amounts include a deferred bonus of $43,300 and
$21,050, respectively, paid for services rendered in connection with the
acquisition of Pierre Matisse Gallery Corporation ("Matisse") and the
management of AMA. The 1994 bonus amount includes a payment of $30,000,
representing the balance of a special bonus awarded to senior officers to
reflect the fact that salaries had been frozen since January 1990 and a
deferred bonus of $46,000 paid for services rendered in connection with the
acquisition of Matisse and the management of AMA.
(6) The 1994 bonus amount includes a payment of $60,000, representing the
balance of a special bonus awarded to senior officers to reflect the fact
that salaries had been frozen since January 1990.
(7) The 1994, 1995, and 1996 bonus amounts include a supplemental payment of
$45,990 to be paid each of the first three years of Mr. Wyndham's
employment, in accordance with the terms of his employment agreement.
10
<PAGE>
(8) The 1994 bonus amount includes a payment of $37,500, representing the
balance of a special bonus awarded to senior officers to reflect the fact
that salaries had been frozen since January 1990.
(9) Car allowance.
(10) Car leasing and maintenance fees.
(11) Housing and travel allowance.
(12) Except for Mr. Bousquette, the number of shares underlying options refers
only to option grants under the Company's Performance Share Purchase Plan.
The number of shares underlying options received by Mr. Bousquette consisted
of 25,000 shares under the Company's Performance Share Purchase Plan and
150,000 shares under the Company's 1987 Stock Option Plan.
(13) The amounts disclosed in this column for 1996 include:
(a) Company contributions of the following amounts under the Company's
Retirement Savings Plan, a qualified defined contribution plan: $7,500
on behalf of Ms. Brooks, $7,500 on behalf of Mr. Bousquette and $7,500
on behalf of Mr. Ruprecht.
(b) Company accruals of the following amounts under benefit equalization
agreements: $43,740 on behalf of Ms. Brooks, $27,064 on behalf of Mr.
Bousquette and $21,760 on behalf of Mr. Ruprecht.
(c) a Company contribution under the Switzerland plans of $70,808 on behalf
of Mr. de Pury.
(d) a Company contribution under the U.K. pension plan of $44,384 on behalf
of Mr. Wyndham.
U.K. PENSION PLAN
Sotheby's (U.K.) maintains a funded defined benefit pension plan for its
employees who are U.K. residents. Henry Wyndham is the only Named Executive
Officer who participates in the plan and has three credited years of service
with the Company.
Pension benefits under the plan for employees contributing 4% of salary are
1/60th of the employee's final pensionable salary for every year of service up
to a maximum of 40 years. For participants contributing 2% of salary, the
benefits accrue at half the rate indicated above. Benefits are paid monthly
commencing at retirement, which is at age 60, although the Company may elect to
continue employment of the individual after that date, and if the Company
agrees, the employee may elect to make further contributions until the age of
65. The compensation covered by the plan is the employee's pensionable earnings
(subject to the limitation described below), which includes "Salary", but
excludes "Bonus" and "Other Annual Compensation" disclosed in the Summary
Compensation Table.
The plan also provides for a death benefit in the amount of four times the
employee's base salary at the time of death plus the refund of the employee's
contributions to the plan and provides for a pension of 33 1/3% of the
employee's base salary at the date of death to be paid to the employee's spouse,
or proportionately less if the employee has elected to contribute at the reduced
rate.
The table below sets forth the estimated annual benefits (in pounds
sterling) payable upon retirement under the plan assuming the employee
contributes at 4% of base salary. Current Inland Revenue regulations limit the
pensionable salary with respect to which pension benefits may be based to a
maximum of 82,200 British Pounds ("BP").
11
<PAGE>
PENSION TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION -----------------------------------------------------
(L) 15 20 25 30 35
- ------------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
40,000 10,000 13,333 16,667 20,000 23,333
60,000 15,000 20,000 25,000 30,000 35,000
80,000 20,000 26,666 33,333 40,000 46,666
</TABLE>
SWITZERLAND PLAN
In accordance with the requirements of Swiss law, Sotheby's AG, the
Company's Swiss operating subsidiary, established in 1985 a fully insured
pension plan (the "First Swiss Plan") for its full-time employees whose salaries
exceed 23,280 Swiss francs ("SF") (equivalent to approximately $19,180), up to a
fixed ceiling of SF 116,400 (equivalent to approximately $95,900). There are two
elements of the First Swiss Plan: a savings element (the "Savings Plan") and a
risk element (the "Risk Plan"). Employees are eligible to join the Savings Plan
as of the January 1 following attainment of age 24 and the Risk Plan as of the
January 1 following attainment of age 17.
Under the Savings Plan, an individual retirement account is established for
each participating employee. Each year, the account is credited with a
percentage of the employee's adjusted salary, which is the employee's annual
salary, excluding bonuses and other allowances, reduced by SF 23,280. Longer
serving employees were made eligible for additional Company contributions in
respect of service with the Company prior to 1985. The percentage of adjusted
salary credited to the account ranges from 7% to 30%, depending on the
employee's age, sex and past service. The Company pays 70% of this total
contribution, with the remainder paid by employees. The account is also credited
with interest at a rate fixed by the Swiss government's executive branch.
At retirement age, which is age 65 for men and age 62 for women, the
employee's account is convertible, at the employee's election, to a life
annuity, with provisions for contingent widow's pension of 60% of the retiree's
benefit and immediate pensions of 20% of the retiree's benefit for certain
children of the retiree.
The Risk Plan provides disability and death benefits to employees, their
widows and certain of their children. Benefits are generally a percentage of the
amount credited to the employee's account, excluding interest. Benefits under
the Risk Plan are funded by insurance premiums, all of which are paid by the
Company.
Sotheby's A.G. has also established a second pension plan (the "Second Swiss
Plan") which is non-compulsory and has only a savings element. Benefits under
the Second Swiss Plan are based on the amount by which an employee's total
salary exceeds SF 116,400. The Company pays approximately 74% of the total
contribution, with the remainder paid by employees.
Mr. de Pury is the only Named Executive Officer who participates in the
First Swiss Plan and the Second Swiss Plan. A total of SF 87,732 (approximately
$70,808) contributed in 1996 by the Company on behalf of Mr. de Pury is included
in the Summary Compensation Table.
BONUSES
The Company's officers are eligible to receive incentive bonuses. Bonuses
are recommended by management and approved by the Audit and Compensation
Committee. Actual awards are a function of the Company's after-tax worldwide
profit and each individual's performance. Every supervisor conducts an employee
review. As part of the review, the supervisor and the employee determine future
objectives against which the employee's performance will be measured. In
addition, the program allows the Audit and Compensation Committee the discretion
to address exceptional performance and unusual circumstances.
12
<PAGE>
BENEFIT EQUALIZATION AGREEMENTS
The total annual contributions to the Company's Retirement Savings Plan,
which is the Company's U.S. qualified defined contribution plan, are subject to
certain limitations under applicable law, as amended, for each participant.
Officers (generally senior vice presidents and above) of the Company and its
U.S. subsidiaries who are affected by such limitations may enter into agreements
pursuant to which their salaries will be reduced, and the Company will maintain
accounts on their behalf, in the amount of the difference between (i) the
aggregate amount of contributions that would have been made to the Retirement
Savings Plan in the absence of the limitations, and (ii) the aggregate amount of
contributions actually made to the Retirement Savings Plan. Benefits under these
unfunded agreements are paid to a participant one year following the
participant's termination of employment with the Company, unless the participant
elects to defer receipt of payment. Amounts deferred by the Named Executive
Officers of the Company pursuant to benefit equalization agreements in 1996 have
been included in the Summary Compensation Table.
STOCK OPTIONS
The following tables set forth information regarding option grants under the
Company's 1987 Stock Option Plan, including its U.K. Sub-plan (the "1987 Plan")
and the Company's Performance Share Purchase Plan (the "Performance Plan") to
the Named Executive Officers in 1996:
OPTION GRANTS IN 1996
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL ANNUAL RATES OF STOCK
SHARES OPTIONS FAIR MARKET PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE VALUE OF OPTION TERM(5)
OPTIONS EMPLOYEES PRICE PER UNDERLYING EXPIRATION --------------------------------------
GRANTED IN 1996 (3) SHARE (4) SHARES DATE 0% 5% 10%
----------- ----------- ----------- ----------- ----------- ---------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Diana D. Brooks...... 50,000(1) 23.3% $ 3.69 $ 14.75 1/30/06 $ 553,000 $ 1,016,810 $ 1,728,385
Kevin A.
Bousquette......... 25,000(1) 11.6% $ 3.69 $ 14.75 1/30/06 $ 276,500 $ 508,405 $ 864,193
150,000(2) 20.6% $ 15.75 $ 15.75 9/10/06 $ 0 $ 1,485,764 $ 3,765,217
Simon de Pury........ 25,000(1) 11.6% $ 3.69 $ 14.75 1/30/06 $ 276,500 $ 508,405 $ 864,193
Henry Wyndham........ 25,000(1) 11.6% $ 3.69 $ 14.75 1/30/03 $ 276,500 $ 426,618 $ 626,339
William F.
Ruprecht........... 25,000(1) 11.6% $ 3.69 $ 14.75 1/30/06 $ 276,500 $ 508,405 $ 864,193
</TABLE>
- ------------------------
(1) These options were granted under the Performance Plan and will be
exercisable upon the fulfillment of certain performance criteria based on
the Company's earnings per share and return on equity as well as fulfillment
of time vesting requirements established by the Audit and Compensation
Committee. The options, which have a three-year performance period, time
vest, regardless of achieving performance criteria, in one-third increments
on each of the third, fourth, and fifth anniversaries of the date of grant.
If the performance goal has been achieved at the time these options begin
time vesting, the options will become exercisable when the time vesting
requirement is met. If the performance goal is not achieved by the end of
the performance period, the options will not become exercisable upon time
vesting. Rather, the designated performance goal will automatically be
adjusted by a predetermined amount and the performance period will be
extended one year. Upon achievement of the adjusted performance goal, the
options will be exercisable to the extent that they have time vested. If the
adjusted performance goal is not achieved by the end of the seventh year
after the
13
<PAGE>
date of grant, the option will expire. During the term of each Performance
Plan option, the option accrues dividend equivalents which are payable to
the option holder when the option becomes exercisable.
(2) These options were granted under the 1987 Plan and will vest and become
exercisable to the extent of one-fifth of the number of shares subject to
the option on each of the first, second, third, fourth and fifth
anniversaries of the date of grant.
(3) This figure is calculated by dividing the total numbers of options granted
under a plan to the individual by the total number of option granted under
that plan to all employees.
(4) The exercise price of each option under the Performance Plan is 25% of the
fair market value of the underlying shares, determined as of the date of
grant. The exercise price of each option under the 1987 Plan is the fair
market value of the underlying shares as of the date of grant. Only options
to purchase Class B Common Stock may be granted under the 1987 Plan and the
Performance Plan. Because Class B Common Stock is convertible into Class A
Common Stock and there is no public market for the Class B Common Stock, for
purposes of the 1987 Plan and the Performance Plan, the fair market value of
the stock underlying an option is the NYSE closing price per share of the
Class A Common Stock on the last business day before the option grant.
(5) The actual value, if any, that may be realized by each individual will
depend on the closing price of the Class A Common Stock on the NYSE on the
day preceding the exercise date. The option term is ten years for options
granted under the 1987 Plan and ten years under the Performance Plan (seven
years for options granted to UK residents), as indicated in the "Expiration
Date" column. The appreciation rates used in the table are provided to
comply with Item 402(c) of Regulation S-K and do not necessarily reflect the
views of management as to the potential realizable value of options.
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR END
ACQUIRED ON VALUE -------------------------- ---------------------------
NAME EXERCISE REALIZED EXERCISABLE UN-EXERCISABLE EXERCISABLE UN-EXERCISABLE
- ------------------------------------ ----------- ---------- ----------- ------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
Diana D. Brooks..................... 0(1) $ 0 368,000 410,000 $ 1,684,625 $ 2,127,500
0(2) 0 0 50,000 0 746,750
Kevin A. Bousquette................. 30,000(1) $ 150,000 64,000 226,000 $ 398,500 $ 922,750
0(2) 0 0 25,000 0 373,375
Simon de Pury....................... 8,000(1) $ 33,750 111,734 100,266 $ 524,270 $ 443,230
0(2) 0 0 25,000 0 373,375
Henry Wyndham....................... 0(1) $ 0 0 115,000 $ 0 $ 469,375
0(2) 0 0 25,000 0 373,375
William F. Ruprecht................. 0(1) $ 0 78,700 32,800 $ 551,425 $ 220,200
0(2) 0 0 25,000 0 373,375
</TABLE>
- ------------------------
(1) Information in this row concerns option grants under the 1987 Plan only.
(2) Information in this row concerns option grants under the Performance Plan
only.
REPORT OF THE AUDIT AND COMPENSATION COMMITTEE
The Audit and Compensation Committee is responsible to the Board of
Directors for overseeing and reviewing audit results, monitoring the
effectiveness of internal audit functions, and advising the Board with respect
to compensation matters and employee benefit plans of the Company. The Audit and
Compensation Committee has authority to grant options under the 1987 Plan, as
well as options under the Sotheby's Holdings, Inc. 1997 Stock Option Plan (the
"1997 Plan") and the Performance Plan. As of December 31, 1996, the Audit and
Compensation Committee consisted of Max M. Fisher, Chairman, Viscount Blakenham,
Walter J.P. Curley, and Henry R. Kravis, none of whom participated in any of the
plans administered by the Audit and Compensation Committee.
14
<PAGE>
PHILOSOPHY
The Company has a long-standing philosophy of establishing compensation
levels that are designed to both attract and retain executives with outstanding
leadership ability and experience and be competitive in the market.
Compensation for executive officers is comprised of three major components:
salary, cash bonuses and equity-based incentives.
The Audit and Compensation Committee considers the following factors in
determining an executive officer's total compensation, including equity-based
incentives: (i) Company performance, (ii) individual performance and job
responsibilities, (iii) comparative analyses of compensation levels and option
grant levels at companies in various comparable lines of business (iv)
historical compensation levels and stock option grants by the Company and (v)
recommendations of management. The comparative analysis of compensation packages
and the companies selected for comparison are provided by professional
compensation consultants approved by the Audit and Compensation Committee and
retained by the Company for this purpose. The executive compensation comparative
analysis includes companies from other industries, because the Audit and
Compensation Committee believes that the Company's range of competitors for
executive talent is broader than the peer group that is appropriate for purposes
of comparing shareholder return in the Performance Comparison Graph on page 17.
COMPENSATION DEDUCTIBILITY
The Audit and Compensation Committee has taken into consideration Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and
related regulations as they relate to compensation paid to the Named Executive
Officers. In order to preserve the deductibility for federal income tax purposes
of certain compensation in excess of $1 million that may be paid to the Named
Executive Officers, the applicable requirements of Section 162(m) of the Code
("Section 162(m)") have been incorporated into the 1997 Plan and the Performance
Plan.
ANNUAL COMPENSATION
SALARY
The Audit and Compensation Committee sets base salaries for executives which
both reflect the job responsibilities of each individual and are consistent with
base salaries paid for competitive positions in the market.
ANNUAL CASH INCENTIVES
Effective January 1, 1995, the Company adopted a new bonus program for all
bonus-eligible employees, including the Chief Executive Officer ("CEO") and the
other Named Executive Officers, based upon the achievement of both Company and
individual objectives. Positions within the Company have been separated into
salary grades, with bonus opportunities (expressed as a percentage of salary)
gradually increased through the grades. Within each grade there is a range of
bonus targets. The bonus amount is subject to the overall approval of the Audit
and Compensation Committee with respect to all participants, and to the specific
approval of the Audit and Compensation Committee with regard to senior
management. Targets are set each year by senior management. Targets and bonus
opportunities are communicated to employees at the beginning of each year.
Every supervisor conducts an employee review. However, as part of the
review, the supervisor and the employee will determine future objectives against
which the employee's performance will be measured. A certain percentage of an
employee's bonus target is based upon individual performance; the remaining
percentage is based on worldwide Company performance. If all objectives are met,
the employee can
15
<PAGE>
receive up to 100% of the bonus target amount. If performance exceeds the
established objectives, the Audit and Compensation Committee has the discretion
to address such circumstances.
For 1996, the CEO and the other Named Executive Officers, as well as all
other bonus plan participants eligible for a bonus, received bonuses that
reflected achievement of the worldwide Company performance target at 100%. In
addition, certain individuals, including the CEO and the other Named Executive
Officers, who surpassed their individual performance objectives were awarded
bonuses that reflected performance exceeding the established objectives.
LONG-TERM COMPENSATION
STOCK OPTIONS
The purpose of the Company's 1987 Plan is to provide employees with
long-term incentives that link their interests with the interests of
shareholders. In addition, the 1987 Plan's vesting schedules encourage key
employees to continue in the employ of the Company. The Company granted stock
options to approximately 26% of its employees in 1996. Because the Audit and
Compensation Committee's authority to grant stock options under the 1987 Plan
expires in July, 1997, the Board, upon the Audit and Compensation Committee's
recommendation, and the Company's shareholders adopted the 1997 Plan to succeed
the 1987 Plan at the 1996 annual shareholders meeting.
The Audit and Compensation Committee determines the stock option grants to
the Named Executive Officers based on each individual's current and expected
future contribution to the Company, as well as competitive market practice and
related factors listed above.
CEO COMPENSATION
The Audit and Compensation Committee meets, apart from the Board, to review
the CEO's performance, determine annual and long-term compensation for the CEO,
and set the CEO's bonus target.
THE AUDIT AND COMPENSATION COMMITTEE
Max M. Fisher, Chairman
Conrad Black
Viscount Blakenham
Walter J.P. Curley
Henry R. Kravis
PERFORMANCE GRAPH
The following graph compares the Company's cumulative total shareholder
return on its Class A Common Stock (for the five year period from December 31,
1991 to December 31, 1996) with the cumulative return of the Standard & Poor's
500 Stock Index ("S&P 500"), the Standard & Poors MidCap 400 Stock Index ("S&P
Midcap 400") and Christies International plc ("Christie's").
The Company and Christie's, a publicly held company in the United Kingdom,
are the two largest art auction houses in the world. The auction sales in 1996
of the next largest auction house totaled approximately 5% of the combined sales
of Sotheby's and Christie's in that year. Based on the unique nature of the
international art auction business and the large gap between the two largest
auction houses and the next competitor, a peer group of one, Christie's,
provides the most appropriate index.
The graph reflects an investment of $100 in the Company's Class A Common
Stock, S&P 500, S&P MidCap 400, and Christie's stock, respectively, on December
31, 1991, and a reinvestment of dividends at the average of the closing stock
prices at the beginning and end of each quarter. Christie's stock trades on the
London Stock Exchange in pounds sterling; the sterling amounts at each date on
the graph have been
16
<PAGE>
translated into U.S. dollars using the exchange rates prevailing at the close of
business on those dates. Beginning this year, the Company has elected to replace
the S&P 500, which does not include the Company, with the S&P MidCap 400, of
which the Company is a component. The Company believes that the criteria for the
S&P MidCap 400 better reflects businesses that have a market capitalization
comparable to that of the Company than does the S&P 500. Because the Company has
used the S&P 500 as its broad equity market index in past years, the Performance
Graph set forth below includes both the S&P 500 and S&P MidCap 400 indices for
comparative purposes.
FIVE YEAR CUMULATIVE TOTAL RETURN
OF SOTHEBY'S, CHRISTIE'S, THE S&P 500, AND THE S&P MIDCAP 400
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
SOTHEBY'S CHRISTIE'S S&P 500 S&P MIDCAP 400
<S> <C> <C> <C> <C>
12/31/1991 100 100 100 100
12/31/1992 107 81 108 112
12/31/1993 139 121 118 127
12/31/1994 106 102 120 123
12/31/1995 133 122 165 161
12/31/1996 178 151 203 192
</TABLE>
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Sotheby's...................................................... $ 100 $ 107 $ 139 $ 106 $ 133
Christie's..................................................... $ 100 $ 81 $ 121 $ 102 $ 122
S&P 500........................................................ $ 100 $ 108 $ 118 $ 120 $ 165
S&P MidCap 400................................................. $ 100 $ 112 $ 127 $ 123 $ 161
<CAPTION>
12/31/96
-----------
<S> <C>
Sotheby's...................................................... $ 178
Christie's..................................................... $ 151
S&P 500........................................................ $ 203
S&P MidCap 400................................................. $ 192
</TABLE>
CERTAIN EMPLOYMENT ARRANGEMENTS
In October 1993, the Company entered into an agreement with Henry Wyndham
regarding his employment as Chairman of Sotheby's (U.K.), which began on
February 1, 1994. At that time, Mr. Wyndham received a bonus of L100,000. Mr.
Wyndham's annual salary will not exceed L130,000 for the first three years, and
thereafter will not be less than L130,000. In addition, for each of the first
three years, Mr. Wyndham will receive a non-pensionable salary supplement of
L30,000 per year.
17
<PAGE>
The Company has entered into an employment agreement with Lord Camoys,
pursuant to which he serves as the Company's Deputy Chairman. Under the
agreement, Lord Camoys received an initial grant of options under the 1987 Plan
with respect to 50,000 shares. The rate of Lord Camoys's base salary under the
agreement during 1996 was BP100,000. Lord Camoys was not paid a bonus in 1996.
He also receives an annual travel allowance of BP10,000. The agreement expires
in 1998.
Under Lord Gowrie's employment agreement which expired at the end of 1995,
the Company was required to make a one-time additional contribution to his
pension fund of BP97,000, which was made during 1996. As a result of his
retirement at the end of 1995, Lord Gowrie exercised 28,000 options issued under
the 1987 Plan. Pursuant to a consulting agreement between Lord Gowrie and the
Company, he received a salary of BP20,000 for 1996. This agreement expired at
the end of 1996.
In April 1996, the Company entered into a consulting agreement, effective
April 15, 1996, with the Marquess of Hartington, which requires him to devote
approximately two days per week to providing consulting services to the Company.
Under this agreement, the Marquess of Hartington is being paid a consulting fee
of BP50,000 per year and is being reimbursed for related expenses.
CERTAIN TRANSACTIONS
LOAN PROGRAMS
The Company maintains two U.S. bank loan programs which are available to
certain employees at the discretion of the Chief Executive Officer. The first
program allows U.S. employees to borrow from a bank on a demand note basis and
pay interest at the prime rate. Under the second program, until December 1995,
the Company lent money to certain employees for a term of 15 years to purchase
or refinance a residence at an interest rate of the prime rate minus 1.0% to
2.0%. In December 1995, this program was replaced by a bank loan program
providing comparable loan terms and interest rates. Under all programs, loans
exceeding $400,000 require the approval of either the Audit and Compensation
Committee or the Executive Committee of the Board of Directors. All payment
obligations under both U.S. bank loan programs are guaranteed by the Company,
and all loans under both programs are repayable in full when an employee leaves
the Company. At February 13, 1997, Mitchell Zuckerman, an executive officer, had
guaranteed borrowings outstanding under the first program of $11,333 and
borrowings of $173,333 under the second program. At February 13, 1997, William
Ruprecht, another executive officer, had borrowings outstanding under the second
program of $805,139. In addition, the Company has guaranteed $276,500 of a bank
mortgage loan to Henry Wyndham, an executive officer.
PURCHASE OF ASSETS
In October 1993, Sotheby's (U.K.) entered into an agreement with Henry
Wyndham Fine Art Ltd. ("Fine Art"), an art dealing business in which Henry
Wyndham, currently Chairman of Sotheby's (U.K.), has a substantial equity
interest. Under the agreement, the Company agreed to purchase various paintings
from Fine Art, as well as Fine Art's partial interest in another painting. Under
the terms of the agreement, the Company paid Fine Art BP150,000 (approximately,
$225,450) as an advance for a portion of its interest in such painting in
February 1994. On February 1, 1995, the advance began to bear interest and will
continue to do so until Fine Art exercises its right to sell its remaining
interest in such painting to Sotheby's (U.K.) for BP180,000 (approximately
$288,180). The original cost to Fine Art of its ownership interest in such
painting was approximately BP300,000 (approximately $480,300). However, the
Company believes the fair market value of such interest to be in excess of the
purchase price. The various purchase prices were determined by the Company with
reference to recent sale prices of comparable property.
18
<PAGE>
YORK PROPERTY
Sotheby's, Inc. (a wholly-owned subsidiary of the Company) is headquartered
at 1334 York Avenue, New York, New York (the "York Property"). The Company
currently leases the York Property, comprising approximately 160,500 square
feet, from an unaffiliated party under a 30-year lease expiring in 2009, which
contains an option to extend the term for an additional 30 years until July 31,
2039. The lease also grants the Company a right of first refusal with respect to
the sale of the York Property.
York Avenue Development, Inc. ("York"), an indirect subsidiary of the
Company, has the right to purchase the York Property by exercising certain
options available through January 31, 1999 and during the months of August 1999,
August 2004 and July 2009.
Under an agreement (as amended, the "Financing and Guarantee Agreement"),
among Sotheby's, Inc., York, and Taubman York Avenue Associates, Inc.
("Associates"), Associates has agreed that it will assist York in developing and
financing a new, mixed-use tower (the "New Tower") over the existing four-story
building on the York Property, should a decision be made to proceed with such
development. Sotheby's, Inc. has structured the transaction to isolate the
financial exposure of the Company with respect to development of the New Tower
in one subsidiary, namely, York. Associates assigned all of its assets and
liabilities to York Avenue Advisors, Inc. ("Advisors"), pursuant to an
Assignment and Assumption of Financing and Guarantee Agreement, dated as of June
1, 1995, and a Bill of Sale and Assignment and Assumption Agreement (regarding
Contracts, General Intangibles, Receivables, and other Assets and Liabilities),
dated as of June 1, 1995. The grantor trust of A. Alfred Taubman, the Company's
Chairman and largest shareholder, is the sole shareholder of Advisors and was
the sole shareholder of Associates. The Financing and Guarantee Agreement
expires on October 1, 1997 if New Tower construction has not commenced on or
before September 30, 1997.
Sotheby's, Inc. also assigned to York its rights and obligations under a
project services agreement dated November 8, 1985 (the "Project Services
Agreement") between Sotheby's, Inc. and The Taubman Company ("TTC"), which is an
affiliate of A. Alfred Taubman. Under the Project Services Agreement, TTC agreed
to develop the New Tower on behalf of Sotheby's, Inc. and to provide
consultation and advice to Sotheby's, Inc. in connection with the development of
the New Tower, should a decision be made to proceed with the development.
COMPENSATION OF DIRECTORS
Subject to shareholder approval, each director of the Company who is not an
employee of the Company shall receive an annual retainer fee of the equivalent
of $10,000 in shares of the Company's Class A Common Stock, which the director
may elect to receive in cash, and 1,500 shares of the Company's Class A Common
Stock, plus a fee of $1,000 for each Board meeting attended by such director,
and a fee of $500 for each committee meeting ($1,000 for the chairman of the
committee) attended by such director, in addition to reimbursement of expenses.
Except as noted, all of the foregoing fees will be paid in cash. Prior to 1997,
each director who was not an employee of the Company received an annual retainer
fee of $20,000, plus the per meeting fees described above, and expenses
reimbursement. Each non-employee director of the Company also was paid annually
750 shares of the Company's Class A Common Stock.
APPROVAL OF THE AMENDED AND RESTATED SOTHEBY'S HOLDINGS, INC. DIRECTOR STOCK
OWNERSHIP PLAN
On February 18, 1997, the Board of Directors unanimously adopted the Amended
and Restated Sotheby's Holdings, Inc. Director Stock Ownership Plan (the
"Director Plan"). The Director Plan provides that each director who is not an
employee of the Company will receive a minimum of 1,500 shares of the Company's
Class A Common Stock as part of his or her annual retainer.
19
<PAGE>
PRINCIPLE FEATURES OF THE DIRECTOR PLAN
ADMINISTRATION. The Director Plan provides for annual grants to eligible
participants; therefore, ongoing administration of the Director Plan is
ministerial.
ELIGIBLE PARTICIPANTS. Each non-employee Director of the Company is an
eligible participant. As of March 17, 1997, Mr. Taubman, Mr. Fisher, Lord
Hartington, Lord Blakenham, Mr. Curley, Lord Gowrie, Mr. Kravis, and Mr. Black
were eligible to participate in the Director Plan and will receive a grant in
1997.
STOCK COMPENSATION AND ELECTIONS. Each non-employee director shall receive,
as his annual retainer, (i) the equivalent of $10,000 in shares of the Company's
Class A Common Stock (the "Cash Equivalent Stock Fee"); and (ii) 1,500 shares of
the Company's Class A Common Stock. Each non-employee Director may also elect to
receive a cash payment in lieu of the Cash Equivalent Stock Fee otherwise
payable to him or her for services to be rendered as a Director during the year.
Any such election must be made with respect to not less than all of the Cash
Equivalent Stock Fee otherwise payable to such Director and must be made
generally on or before January 31 of each year for which the election is being
made, but may be revoked once made, at any time. After an election has been
made, it shall be effective for all succeeding years unless revoked.
NUMBER OF SHARES SUBJECT TO THE DIRECTOR PLAN. A total of 200,000 shares of
Class A Common Stock have been reserved for issuance pursuant to the Director
Plan. The Company has registered the issuance of 50,000 of these shares under
the Securities Act of 1933 and qualified them for listing on the NYSE. The
remaining shares will be registered under the Securities Act of 1933 and
qualified for listing on the NYSE.
BOARD RECOMMENDATION
The Board of Directors believes that increasing the amount of stock
compensation for directors of the Company is important because increased stock
ownership in the Company by directors further aligns the interest of Board
members with those of the Company's shareholders. The non-employee Directors are
not eligible to participate in the 1987 Plan, the 1997 Plan, the Performance
Plan or any of the other compensation plans of the Company. Accordingly, the
Board recommends that the shareholders vote FOR adoption of the Director Plan.
REQUIRED VOTE
The affirmative vote of a majority of the votes cast at the Meeting by the
holders of Class A Common Stock and the holders of Class B Common Stock, voting
as a single class, is required for approval of the Director Plan.
INDEPENDENT AUDITORS
Deloitte & Touche LLP, has been the independent auditors for the Company
since 1983. The Board of Directors has selected Deloitte & Touche LLP as the
independent auditors for 1997. Although shareholder approval of the appointment
is not required by law and is not binding on the Board of Directors, the Board
will take the appointment of Deloitte & Touche LLP under advisement if such
appointment is not approved by the affirmative vote of a majority of the votes
cast at the Meeting.
The Company expects that representatives of Deloitte & Touche LLP will be
present at the Meeting and will be afforded an opportunity to make a statement
if they desire to do so. The Company also expects such representatives of
Deloitte & Touche LLP to be available at that time to respond to appropriate
questions addressed to the officer presiding at the Meeting.
20
<PAGE>
PROPOSALS OF SECURITY HOLDERS
Any shareholder proposal intended to be presented for consideration at the
annual meeting to be held in 1998 must be received by the Company at 500 N.
Woodward Avenue, Suite 100, Bloomfield Hills, Michigan 48304 by the close of
business on December 30, 1997. If the date of such meeting is changed by more
than 30 days from the date such meeting is scheduled to be held, the proposal
must be received by the Company at a reasonable time before the solicitation of
proxies for such meeting is made. Proposals should be sent to the attention of
the Secretary. A person may submit only one proposal for inclusion in the proxy
materials, and under certain circumstances enumerated in the Securities and
Exchange Commission's rules relating to the solicitation of proxies, the Company
may be entitled to omit the proposal and any statement in support thereof (which
in the aggregate may not exceed 500 words in length) from its proxy statement
and form of proxy.
COSTS OF PROXY SOLICITATION
The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. The Company will also request persons, firms and
corporations holding shares in their names or in the names of their nominees,
which shares are beneficially owned by others, to send the proxy material to,
and to obtain Proxies from, such beneficial owners and will reimburse such
holders for their reasonable expenses in doing so.
March 26, 1997
21
<PAGE>
ANNEX A
SOTHEBY'S HOLDINGS, INC.
AMENDED AND RESTATED DIRECTOR STOCK OWNERSHIP PLAN
1. ADOPTION; TERM; AND ADMINISTRATION. The Amended and Restated Director
Stock Ownership Plan (the "Plan") has been approved by the Board of Directors
(the "Board") of Sotheby's Holdings, Inc. (the "Company") and shall become
effective as of February 18, 1997. The Plan shall remain in effect until
terminated or abandoned by action of the Board and shall be administered by the
Board.
2. SHARES SUBJECT TO THE PLAN. The shares to be issued under this Plan
shall be shares of the Company's authorized but unissued Class A Limited Voting
Common Stock, par value $0.10 per share ("Common Stock"). Subject to adjustment
for share subdivision, consolidation, or other capital readjustment, the
aggregate number of shares reserved and available for issuance under the Plan is
200,000 shares of Common Stock.
3. STOCK COMPENSATION AND ELECTIONS. Each non-employee director shall
receive, as his annual retainer, (i) the equivalent of $10,000 in shares of
Common Stock (the "Cash Equivalent Stock Fee"); and (ii) 1,500 shares of the
Company's Common Stock. Each non-employee Director may also elect to receive a
cash payment in lieu of the Cash Equivalent Stock Fee otherwise payable to him
or her for services to be rendered as a Director during the year. Any such
election must be made with respect to not less than all of the Cash Equivalent
Stock Fee otherwise payable to such Director and must be made on or before
January 31 (except for 1997, in which such election shall be made as soon as
practicable after February 18) of each year for which the election is being
made, but may be revoked once made, at any time. After an election has been
made, it shall be effective for all succeeding years unless revoked.
4. ELECTION UPON FILLING A BOARD VACANCY. Notwithstanding the foregoing
Section 3, in the event a vacancy arises on the Board and such vacancy is filled
by the Board, then the individual who is so appointed by the Board to fill such
vacancy, provided he or she is eligible to participate in this Plan, shall be
permitted to make an election (an "Interim Election") as to not less than all of
the Cash Equivalent Stock Fee otherwise payable to him or her as a Director. Any
such Interim Election (i) must be made promptly after the date on which such
individual fills the Board vacancy, and (ii) may be revoked at any time.
5. CALCULATION OF STOCK COMPENSATION. The Cash Equivalent Stock Fee shall
be that number of shares of Common Stock equal to (i) $10,000 divided by (ii)
the Fair Market Value (as defined below) of the Common Stock, determined as of
the date on which a cash payment would have been paid had the individual made
such an election under the Plan. Such payments, whether in cash or Common Stock,
shall be paid periodically during each year as determined by the Company's
management. If the number of shares so computed is not a whole number of shares,
such number of shares shall be rounded down to the next whole number, and any
remaining compensation payable to the Director shall be paid in the form of cash
compensation. "Fair Market Value" means the closing price per share of Common
Stock on the New York Stock Exchange on the day before the relevant date
hereunder.
6. AMENDMENT AND TERMINATION OF THE PLAN. The Board may from time to time
suspend, discontinue or revise or amend the Plan in any respect whatsoever.
A-1
<PAGE>
SOTHEBY'S HOLDINGS, INC.
CLASS A LIMITED VOTING COMMON STOCK
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS -- APRIL 29, 1997
The undersigned hereby appoints each of A. ALFRED TAUBMAN and DIANA D.
BROOKS, with full power of substitution, to represent the undersigned at the
annual meeting of shareholders of Sotheby's Holdings, Inc., on Tuesday, April
29, 1997, and at any adjournment thereof, and to vote at such meeting the
shares of Class A Limited Voting Common Stock that the undersigned would be
entitled to vote if personally present in accordance with the following
instructions and to vote in their judgment upon all other matters which may
properly come before the meeting and any adjournment thereof.
If at least one of the above named Proxies shall be present in person or
by substitution at such meeting or at any adjournment thereof, said Proxy or
Proxies, as the case may be, so present and voting, either in person or by
substitution, shall exercise all of the powers hereby given. The undersigned
hereby revokes any proxy heretofore given to vote at such meeting.
(CONTINUED AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
<PAGE>
The Board of Directors recommends a vote FOR Please mark X
Proposals 1,2 and 3. If no direction is given, your votes as
the shares will be voted for Proposals 1, 2 and 3. indicated in
Such shares will be voted in the proxies' discretion this example.
upon such other business as may properly come
before the meeting.
1. Election of Directors Election by Holders of Class A
Limited Voting Common Stock of
FOR all Nominees WITHHOLD Walter J.P. Curley, Max M. Fisher,
listed (except as AUTHORITY and A. Alfred Taubman as directors
marked to the to vote for all
contrary to the right) Nominees
To withhold authority to vote for
any individual nominee, write that
nominee's name on the space
provided below.
-----------------------------------
2. Approval of Amended and Restated 3. Ratification of the appointment
Sotheby's Holdings, Inc. Director of Deloitte & Touche LLP as
Stock Ownership Plan independent auditors for 1997.
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
/ / / / / / / / / / / /
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation,
please sign full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
___________________________________________________________________
Signature
___________________________________________________________________
Signature if held jointly
Dated:_______________________________________________________, 1997
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED POSTAGE-PAID ENVELOPE.
- -------------------------------------------------------------------
FOLD AND DETACH HERE
Dear Shareholders of Sotheby's Holdings, Inc.:
Enclosed you will find material regarding the Company's 1997 Annual Meeting
of Shareholders. The notice of the Annual Meeting and proxy statement
describe the formal business to be transacted at the meeting, as summarized
on the attached proxy card.
Whether or not you expect to attend the Annual Meeting, please complete and
return promptly the attached proxy card in the accompanying envelope, which
requires no postage if mailed in the United States. As a shareholder, please
remember that your vote is important to us. We look forward to hearing from
you.
<PAGE>
SOTHEBY'S HOLDINGS, INC.
CLASS B COMMON STOCK
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS -- APRIL 29, 1997
The undersigned hereby appoints each of A. ALFRED TAUBMAN and DIANA D.
BROOKS, with full power of substitution, to represent the undersigned at the
annual meeting of shareholders of Sotheby's Holdings, Inc., on Tuesday, April
29, 1997, and at any adjournment thereof, and to vote at such meeting the
shares of Class B Common Stock that the undersigned would be entitled to vote
if personally present in accordance with the following instructions and to
vote in their judgment upon all other matters which may properly come before
the meeting and any adjournment thereof.
If at least one of the above named Proxies shall be present in person or
by substitution at such meeting or at any adjournment thereof, said Proxy or
Proxies, as the case may be, so present and voting, either in person or by
substitution, shall exercise all of the powers hereby given. The undersigned
hereby revokes any proxy heretofore given to vote at such meeting.
(Continued and to be SIGNED and dated on the reverse side.)
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FOLD AND DETACH HERE
<PAGE>
The Board of Directors recommends a vote FOR Please mark X
Proposals 1, 2 and 3. If no direction is given, your votes as
the shares will be voted for Proposals 1, 2 and 3. indicated in
Such shares will be voted in the proxies' discretion this example.
upon such other business as may properly come
before the meeting.
1. Election of Directors Election by Holders of Class B
Common Stock of Conrad Black,
FOR all Nominees WITHHOLD Viscount Blakenham, Kevin A.
listed (except as AUTHORITY Bousquette, Diana D. Brooks, Lord
marked to the to vote for all Camoys, The Rt. Hon. The Earl of
contrary to the right) Nominees Gowrie, The Marquess of Hartington,
Henry R. Kravis and Simon de Pury
as directors.
To withhold authority to vote for
any individual nominee, write that
nominee's name on the space
provided below.
-----------------------------------
2. Approval of Amended and Restated 3. Ratification of the appointment
Sotheby's Holdings, Inc. Director of Deloitte & Touche LLP as
Stock Ownership Plan independent auditors for 1997
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
/ / / / / / / / / / / /
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation,
please sign full corporate name by President or other authorized officer. If
a partnership, please sign in partnership name by authorized person.
___________________________________________________________________
Signature
___________________________________________________________________
Signature if held jointly
Dated:_______________________________________________________, 1997
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING
THE ENCLOSED POSTAGE-PAID ENVELOPE.
- -------------------------------------------------------------------
FOLD AND DETACH HERE
Dear Shareholders of Sotheby's Holdings, Inc.:
Enclosed you will find material regarding the Company's 1997 Annual Meeting
of Shareholders. The notice of the Annual Meeting and proxy statement
describe the formal business to be transacted at the meeting, as summarized
on the attached proxy card.
Whether or not you expect to attend the Annual Meeting, please complete and
return promptly the attached proxy card in the accompanying envelope, which
requires no postage if mailed in the United States. As a shareholder, please
remember that your vote is important to us. We look forward to hearing from
you.
