<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1997
Registration No. 333-_________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.
__________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
SOTHEBY'S HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Michigan 38-2478409
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
500 North Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)
AMENDED AND RESTATED SOTHEBY'S HOLDINGS, INC. DIRECTOR STOCK OWNERSHIP PLAN
(Full title of the plan)
__________________________________________
William Sheridan
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
(212) 606-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
_______________________________________________________________________________________________________
Proposed Proposed
maximum maximum
Title of securities to be Amount to be offering price per aggregate Amount of
registered registered share (2) offering price registration fee
_______________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Class A Limited Voting
Common Stock 150,000(1) $15.4375 $2,315,625 $701.70
_______________________________________________________________________________________________________
</TABLE>
(1) This amount is in addition to 50,000 shares of Class A Limited Voting
Common Stock previously registered on Form S-8, Registration Number
33-302315, filed with the Securities and Exchange Commission on April 5,
1996, with respect to a predecessor plan known as the Sotheby's Holdings,
Inc. Director Stock Ownership Plan. Consequently, 200,000 shares of the
Company's Class A Limited Voting Common Stock will be registered with
respect to the Amended and Restated Sotheby's Holdings, Inc. Director
Stock Ownership Plan upon the filing and immediate effectiveness of this
registration statement.
(2) Computed, pursuant to Rule 457(c), solely for the purpose of calculating
the registration fee based on the average of the high and low prices of the
Class A Limited Voting Common Stock as reported on the New York Stock
Exchange Composite Tape on May 23, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates by reference: (1) its Registration Statement
on Form S-8 under the Securities Act of 1933, (the "Act"), as filed with the
Securities and Exchange Commission on April 5, 1996, Registration Statement No.
33-302315 (the "1996 Form S-8"); (2) its Annual Report on Form 10-K for the year
ended December 31, 1996; and (3) its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997, each filed with the Securities and Exchange
Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934
("the Exchange Act"). All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference into this Registration
Statement and to be a part of this Registration Statement from the date of the
filing of such documents. Any statement contained in a document incorporated or
deemed incorporated by reference in this Registration Statement shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in this Registration Statement or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference in this Registration Statement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The response to Item 4 of the 1996 Form S-8 is incorporated by reference.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The response to Item 5 of the 1996 Form S-8 is incorporated by reference.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The response to Item 6 of the 1996 Form S-8 is incorporated by reference.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
II-1
<PAGE>
ITEM 8. EXHIBITS.
The following exhibits are being filed with, or being incorporated by
reference in, this Registration Statement:
4 Amended and Restated Sotheby's Holdings, Inc. Stock Ownership
Plan, incorporated by reference to Exhibit 10(v) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
5 Opinion of Miro Weiner & Kramer, counsel to the Registrant, as
to the legality of the shares.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Miro Weiner & Kramer (included in Exhibit 5).
24 Powers of Attorney.
ITEM 9. UNDERTAKINGS.
The response to Item 9 of the 1996 Form S-8 is incorporated by reference.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on the 29th day of May,
1997.
SOTHEBY'S HOLDINGS, INC.
By: /S/ DIANA D. BROOKS
----------------------------------------
Diana D. Brooks, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board May 29, 1997
- --------------------------------
A. Alfred Taubman
* Vice Chairman of the Board May 29, 1997
- --------------------------------
Max M. Fisher
* Deputy Chairman of the Board May 29, 1997
- --------------------------------
Lord Camoys
/S/ DIANA D. BROOKS President, Chief Executive May 29, 1997
- -------------------------------- Officer, and Director
Diana D. Brooks
* Executive Vice President, May 29, 1997
- -------------------------------- Chief Operating Officer, and
Kevin A. Bousquette Director
/S/ WILLIAM S. SHERIDAN Senior Vice President and May 29, 1997
- -------------------------------- Chief Financial Officer
William S. Sheridan
* Director May 29, 1997
- --------------------------------
Conrad Black
* Director May 29, 1997
- --------------------------------
Viscount Blakenham
* Director May 29, 1997
- --------------------------------
Walter J. P. Curley
* Director May 29, 1997
- --------------------------------
The Rt. Hon. The Earl of Gowrie
II-3
<PAGE>
* Director May 29, 1997
- --------------------------------
The Marquess of Hartington
* Director May 29, 1997
- --------------------------------
Henry R. Kravis
* Chairman, Sotheby's Europe, May 29, 1997
- -------------------------------- and Director
Simon De Pury
/S/PATRICIA CARBERRY Vice President, Controller, and May 29, 1997
- -------------------------------- Chief Accounting Officer
Patricia Carberry
*By: /S/ William S. Sheridan
-------------------------------------
William S. Sheridan
Attorney-in-Fact
II-4
<PAGE>
SOTHEBY'S HOLDINGS, INC.
EXHIBIT INDEX
EXHIBIT TITLE OF EXHIBIT
------- ----------------
4 Amended and Restated Sotheby's Holdings, Inc. Director Stock
Ownership Plan, incorporated by reference to Exhibit 10 (v) to
the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
5 Opinion of Miro Weiner & Kramer, counsel to the Registrant, as to
the legality of the shares.
23(a) Consent of Deloitte & Touche LLP.
23(b) Consent of Miro Weiner & Kramer (included in Exhibit 5).
24 Powers of Attorney.
<PAGE>
Exhibit 5
[MIRO WEINER & KRAMER LETTERHEAD]
May 29, 1997
Sotheby's Holdings, Inc.
500 North Woodward Avenue
Bloomfield Hills, MI 48303
Re: Registration Statement on Form S-8
(the "Registration Statement")
Gentlemen:
This opinion is furnished to you (the "Company") in connection with the
filing of the Company's Registration Statement with the Securities and Exchange
Commission. Terms used in this opinion letter that are defined in the
Registration Statement and that are not otherwise defined in this opinion letter
have the meanings ascribed to them in the Registration Statement.
You have supplied us with, and we have examined in our capacity as counsel
to the Company, such documents and other information as we deem necessary and
relevant as a basis for the opinion expressed below. In all such examinations,
we have assumed the genuineness of all signatures and all original and certified
documents and the conformity to original and certified documents of all copies
submitted to us as conformed or photostatic copies. As to various questions of
fact material to such opinion, we have relied on statements or certificates of
officers and representatives of the Company.
Based on the foregoing, it is our opinion that the Class A Limited Voting
Common Stock registered under the Registration Statement, when issued, will be
duly and validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ MIRO WEINER & KRAMER
<PAGE>
Exhibit 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sotheby's Holdings, Inc. on Form S-8 of our reports dated February 28, 1997,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Sotheby's Holdings, Inc. for the year ended December 31, 1996.
/s/ Deloitte & Touche LLP
- ---------------------------
DELOITTE & TOUCHE LLP
New York, New York
May 29, 1997
<PAGE>
Exhibit 24
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 27th day of May, 1997.
/s/ A. Alfred Taubman
-----------------------------------
A. ALFRED TAUBMAN
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 16th day of May, 1997.
/s/ Max M. Fisher
-----------------------------------
MAX M. FISHER
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 20th day of May, 1997.
/s/ Lord Camoys
-----------------------------------
LORD CAMOYS
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 27th day of May, 1997.
/s/ Kevin A. Bousquette
-----------------------------------
KEVIN A. BOUSQUETTE
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 20th day of May, 1997.
/s/ Conrad Black
-----------------------------------
CONRAD BLACK
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 21st day of May, 1997.
/s/ Viscount Blakenham
-----------------------------------
VISCOUNT BLAKENHAM
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 16th day of May, 1997.
/s/ Walter J.P. Curley
-----------------------------------
WALTER J. P. CURLEY
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 22nd day of May, 1997.
/s/ The Rt. Hon. The Earl of Gowrie
-----------------------------------
THE RT. HON. THE EARL OF GOWRIE
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 20th day of May, 1997.
/s/ The Marquess of Hartington
-----------------------------------
THE MARQUESS OF HARTINGTON
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 15th day of May, 1997.
/s/ Henry R. Kravis
-----------------------------------
HENRY R. KRAVIS
<PAGE>
POWER OF ATTORNEY
The undersigned, a Director of Sotheby's Holdings, Inc., a Michigan
corporation (the "Company"), does hereby constitute and appoint each of Diana D.
Brooks and William S. Sheridan, with full power of substitution, as his true and
lawful attorney and agent to execute in his name and on his behalf, as a
Director of the Company, the Company's Registration Statement on Form S-8, and
any and all amendments thereto to be filed with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), and any and all instruments that such attorneys and agents, or
either of them, may deem necessary or advisable to enable the Company to comply
with the Act, the rules, regulations, and requirements of the Commission in
respect thereof, and the securities or "Blue Sky" laws of any State or other
governmental subdivision; and the undersigned does hereby ratify and confirm as
his own act and deed all that such attorneys and agents, and each of them, shall
do or cause to be done by virtue hereof. Each such attorney or agent shall
have, and may exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed his
signature this 22nd day of May, 1997.
/s/ Simon De Pury
-----------------------------------
SIMON DE PURY
