<PAGE>
As filed with the Securities and Exchange Commission on August 29,1997
Registration No. 33-_________
- -------------------------------------------------------------------------------
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
incorporation or organization) Identification Number)
500 North Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
(Address of principal executive offices)
SOTHEBY'S HOLDINGS, INC. PERFORMANCE SHARE PURCHASE PLAN
(Full title of the plan)
__________________________________________
William S. 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)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum Amount of
Title of securities to be Amount to be offering price per aggregate registration fee
registered registered share (1) offering price
<S> <C> <C> <C> <C>
Class A Limited Voting
Common Stock 2,000,000 $18.5625 $37,125,000 $11,250
</TABLE>
(1) 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 August 26, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant incorporates by reference: (1) its Annual Report on Form
10-K for the year ended December 31, 1996; (2) its Quarterly Report on Form
10-Q for the quarter ended March 31, 1997; and (3) its Quarterly Report on Form
10-Q for the quarter ended June 30, 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 Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933, as filed with the Securities and Exchange
Commission on April 5, 1996, Registration Statement No. 33-302315 (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.
EXHIBIT NUMBER
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 28th day of
August, 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 August 28, 1997
- -------------------------------
A. Alfred Taubman
* Vice Chairman of the Board August 28, 1997
- -------------------------------
Max M. Fisher
* Deputy Chairman of the Board August 28, 1997
- -------------------------------
Lord Camoys
/S/ DIANA D. BROOKS President, Chief Executive August 28, 1997
- ------------------------------- Officer, and Director
Diana D. Brooks
* Executive Vice President, August 28, 1997
- ------------------------------- Chief Operating Officer,
Kevin A. Bousquette and Director
/S/ WILLIAM S. SHERIDAN Senior Vice President and August 28, 1997
- ------------------------------- Chief Financial Officer
William S. Sheridan
* Director August 28, 1997
- -------------------------------
Conrad Black
* Director August 28, 1997
- -------------------------------
Viscount Blakenham
* Director August 28, 1997
- -------------------------------
Walter J. P. Curley
* Director August 28, 1997
- -------------------------------
The Rt. Hon. The Earl of Gowrie
* Director August 28, 1997
- -------------------------------
The Marquess of Hartington
II-3
<PAGE>
* Director August 28, 1997
- -------------------------------
Henry R. Kravis
* Chairman, Sotheby's Europe, August 28, 1997
- ------------------------------- Director
Simon De Pury
/S/PATRICIA CARBERRY Vice President, Controller, August 28, 1997
- ------------------------------- and Chief Accounting
Patricia Carberry Officer
*By: /S/ WILLIAM S. SHERIDAN
----------------------------
William S. Sheridan
Attorney-in-Fact
II-4
<PAGE>
SOTHERBY'S HOLDINGS, INC.
EXHIBIT INDEX
EXHIBIT
NUMBER TITLE OF EXHIBIT
- ------- ----------------
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]
August 28, 1997
Sotheby's Holdings, Inc.
c/o Sotheby's, Inc.
1334 York Avenue
New York, New York 10021
RE: Registration Statement on Form S-8 for The Sotheby's Holdings,
Inc. Performance Share Purchase Plan (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. As to various questions of
fact material to our opinion, we have relied upon 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
August 28, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 11th day of August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 8th day of August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 August, 1997.
/s/ 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 11th day of August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 11th day of August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 12th day of August, 1997.
/s/ SIMON DE PURY
__________________________________
SIMON DE PURY
<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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 14th day of August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 8th day of August, 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 for
the Sotheby's Holdings, Inc. Performance Share Purchase Plan, 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 7th day of August, 1997.
/s/ KEVIN A. BOUSQUETTE
__________________________________
KEVIN A. BOUSQUETTE
