UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 1
SOTHEBY'S HOLDINGS, INC.
(Name of Issuer)
CLASS A LIMITED VOTING COMMON STOCK, $.10 PER VALUE
(Title of Class of Securities)
835898 10 7
(CUSIP Number)
KENNETH H. GOLD, ESQ. ADAM O. EMMERICH, ESQ.
MIRO WEINER & KRAMER WACHTELL, LIPTON, ROSEN & KATZ
500 NORTH WOODWARD AVENUE 51 WEST 52ND STREET
BLOOMFIELD HILLS, MICHIGAN 48304 NEW YORK, NEW YORK 10019
(248) 258-1214 (212) 403-1000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
JANUARY 4, 2001
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
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CUSIP No. 835898 10 7 13D Page 2 of 7
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
A. ALFRED TAUBMAN
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) | |
(b) |X|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e):
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7. SOLE VOTING POWER
SHARES
13,249,818
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
None
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EACH 9. SOLE DISPOSITIVE POWER
REPORTING
13,249,818
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PERSON WITH 10. SHARED DISPOSITIVE POWER
None
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
13,249,818
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES | |
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13. PERCENT OF CLASS REPRESENTATION BY AMOUNT IN ROW (11):
23.9
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14. TYPE OF REPORTING PERSON
IN
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CUSIP No. 835898 10 7 13D Page 3 of 7
This Statement on Schedule 13D relates to shares of Class A Limited Voting
Common Stock, par value $0.10 per share ("Class A Common Stock"), of Sotheby's
Holdings, Inc. (the "Issuer"). The Statement on Schedule 13D originally filed
with the Securities and Exchange Commission by A. Alfred Taubman (the "Reporting
Person") on April 15, 1996, is hereby amended and restated in its entirety as
set forth below (as amended, the "Schedule 13D").
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Class A Common Stock of the Issuer,
the principal executive offices of which are located at 38500 Woodward Avenue,
Bloomfield Hills, Michigan 48034.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by the Reporting Person. The Reporting
Person's present principal occupation is private investor. The Reporting Person
is a United States citizen and his business address is 200 East Long Lake Road,
Bloomfield Hills, Michigan.
The Reporting Person has not been, during the last five years, a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result which he was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As previously reported in the Reporting Person's Statement on Schedule 13D
filed on April 15, 1996, as of such date the Reporting Person beneficially owned
13,200,366 shares of Class A Common Stock of the Issuer (consisting of
13,199,516 shares of Class A Common Stock issuable upon conversion of a like
number of shares of the Issuer's Class B Common Stock, $0.10 par value ("Class B
Common Stock") beneficially owned by the Reporting Person, as described below,
which constitute a majority of the shares of Class B Common Stock issued and
outstanding, and 850 shares of Class A Common Stock). All of such shares of
Class B Common Stock were acquired with the Reporting Person's personal funds
and all of such shares of Class A Common Stock were issued to the Reporting
Person as compensation for his service as a non-employee director of the Issuer.
Since April 15, 1996, the Reporting Person has acquired a total of 49,452 shares
of Class A Common Stock, 41,812 of which were purchased at a purchase price of
$14.25 per share using the Reporting Person's personal funds in a single
privately negotiated transaction on May 8, 1996 and 7,640 of which were issued
to the Reporting Person for his services as a non-employee director of the
Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person acquired the majority of the shares of Class B Common
Stock and Class A Common Stock beneficially owned by him for investment
purposes, and with the intent of controlling the Issuer (and the balance in
connection with his service with the Issuer under its compensation programs).
Until February 2000, the Reporting Person served as Chairman of the Issuer's
Board of Directors. Each share of Class A Common Stock is entitled to one vote,
each share of Class B Common Stock is entitled to ten votes, and three-quarters
of the board of directors of the Issuer are elected by a plurality of the
outstanding shares of Class B Common Stock. Accordingly, through his ownership
of a majority of the outstanding Class B Common Stock, the Reporting Person has
the power to elect three-quarters of the members of the Issuer's board of
directors. However, the individuals the Reporting Person has elected to the
board of directors are not required to consult with him with respect to matters
that come before the board, and he does not control their actions as directors.
In addition, through his beneficial ownership and
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CUSIP No. 835898 10 7 13D Page 4 of 7
control of shares of Class B Common Stock, the Reporting Person may control the
disposition of certain matters as to which the shareholders of the Issuer are
entitled to vote.
The Reporting Person intends to review his holdings in the Issuer on a
continuing basis. As part of this ongoing review, the Reporting Person has
engaged Credit Suisse First Boston Corporation to assist him in such review and
in evaluating strategic alternatives which are or may become available to him
with respect to his holdings in the Issuer. In that connection, and depending
upon, among other things, current and anticipated future trading prices for the
Class A Common Stock, the financial condition, results of operations and
prospects of the Issuer and its businesses, general economic, market and
industry conditions, the Reporting Person's overall investment portfolio and
objectives and personal needs, and the status or manner of resolution of those
antitrust matters described below and related matters, the Reporting Person may
from time to time consider a number of possible strategies for enhancing the
value of his investment in the Issuer, or other extraordinary matters relating
to the Issuer, including, among other things: continued ownership of shares of
Class A Common Stock and Class B Common Stock currently beneficially owned by
the Reporting Person; acquiring additional securities of the Issuer in the open
market, in privately negotiated transactions or otherwise; effecting a
structured financing or monetization using shares of Class A Common Stock and/or
Class B Common Stock beneficially owned by the Reporting Person; structuring a
loan or loans secured by some or all of the shares of Class A Common Stock
and/or Class B Common Stock beneficially owned by the Reporting Person;
disposing of some or all of the securities of the Issuer beneficially owned by
him; proposing or seeking to effect an extraordinary corporate transaction, such
as a merger, reorganization or liquidation involving the Issuer or any of its
subsidiaries or a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries; or proposing or effecting any other transaction or
matter that would constitute or result in any of the transactions, matters or
effects enumerated in Item 4(a)-(j) of Schedule 13D.
Such review and the considerations noted above may lead to the taking of
any of the actions set forth above or may lead the Reporting Person to consider
other alternatives. However, there can be no assurance that the Reporting Person
will develop any plans or proposals with respect to any of the foregoing matters
or take any particular action or actions with respect to some or all of his
holdings in the Issuer. There can be no assurance as to the timing of any such
matters should they be so pursued by the Reporting Person.
As previously reported by the Issuer in its Form 10-Q for the period ended
September 30, 2000, in April 1997, the Antitrust Division of the United States
Department of Justice (the "DOJ") began an investigation of certain art dealers
and major auction houses, including the Issuer and its principal competitor,
Christie's. Among other matters, the investigation has focused on whether the
Issuer and Christie's had any agreement regarding the amounts charged for
commissions in connection with auctions. On October 5, 2000, the Issuer entered
into a plea agreement, subject to court approval of the plea agreement and the
sentence, with the DOJ. In connection with the plea agreement, the Issuer pled
guilty to a one-count violation of United States antitrust laws in connection
with a conspiracy to fix auction commission rates charged to sellers in the
United States and elsewhere and agreed to a fine of $45 million payable without
interest over a period of five years as follows: (a) $3 million due 120 days
after the sentencing date, (b) $3 million due one year after the sentencing
date, (c) $6 million due two years after the sentencing date, (d) $6 million due
three years after the sentencing date, (e) $12 million due four years after the
sentencing date, and (f) $15 million due five years after the sentencing date. A
further court proceeding has been scheduled for February 2, 2001, at which time
the court may decide whether to approve the plea and the sentence, but neither
approval by the court nor its timing can be predicted with certainty. The
Government's criminal investigation, which includes an investigation of the
role, if any, of the Reporting Person in the alleged illegal conduct, is
continuing.
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CUSIP No. 835898 10 7 13D Page 5 of 7
A number of private civil complaints, styled as class action complaints,
have also been filed against the Issuer, the Reporting Person and others
alleging violation of federal and state antitrust laws based upon alleged
agreements between Christie's and the Issuer regarding commission pricing. In
addition, several shareholder class action complaints have been filed against
the Issuer, the Reporting Person and certain other current and former directors
and officers of the Issuer, alleging failure to disclose the alleged agreements
and their impact on the Issuer's financial condition and results of operations.
A number of shareholder derivative suits have also been filed against the
Reporting Person and other directors of the Issuer based on allegations related
to the foregoing lawsuits and investigations.
On September 24, 2000, the Issuer agreed to settle, subject to court
approval, the civil antitrust litigation relating to auctions conducted in the
United States (the "U.S. Antitrust Litigation") and the Issuer and the Reporting
Person agreed to settle, subject to court approval, the shareholder class action
litigation (the "Shareholder Litigation"). The settlement agreements for the
aforementioned litigation include releases of liability for both the Issuer and
the Reporting Person and were entered into without any admission of liability.
According to the terms of the U.S. Antitrust Litigation settlement, the
Issuer (a) deposited in an escrow account $100 million in cash on December 13,
2000, which was within 30 days after preliminary court approval of the
settlement, (b) will deposit an additional $106 million in cash within 30 days
of final court approval of the settlement, and (c) will deposit vendor's
commission discount certificates with a fair market value of $50 million within
30 days of final court approval of the settlement, or at its election, cash in
the amount of up to $50 million. According to the terms of the Shareholder
Litigation settlement, the Issuer (a) deposited in an escrow account $30 million
in cash on December 18, 2000, which was within 30 days after the court's
approval of notice to potential class members and the court's setting a date for
the hearing to consider final approval of the settlement and (b) will deposit
Class A Common Stock with a value of $40 million or, at the Issuer's option, $40
million in cash within 30 days of final court approval of the settlement. The
Issuer has stated that it currently expects to issue stock. Hearings on final
court approval are scheduled for the first quarter of 2001. There may be
objections to the settlement agreements by class members, and neither approval
by the court nor its timing can be predicted with certainty.
Pursuant to a separate agreement between the Reporting Person and the
Issuer, the Reporting Person has agreed to provide $186 million to the Issuer on
a schedule that will permit the Issuer to make the payments required by the
foregoing settlement agreements. The amount to be funded by the Reporting Person
was agreed to be paid to the Issuer as follows: (a) $50 million within 29 days
of preliminary court approval of the U.S. Antitrust Litigation settlement, which
was paid in December, 2000, (b) $106 million within 29 days of final court
approval of the U.S. Antitrust Litigation settlement, and (c) $30 million in
cash within 30 days of preliminary court approval of the Shareholder Litigation
settlement, which was paid in December, 2000. Separately, with respect to
liability arising from civil antitrust litigation relating to non-internet
auctions conducted outside the United States, the Reporting Person and the
Issuer have agreed, subject to certain conditions and limitations, to share any
joint liability equally.
Except as noted above, as of the date of this Schedule 13D, the Reporting
Person has no plans or proposals which relate to or would result in any of the
transactions, matters or effects enumerated in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Schedule 13D, the Reporting Person
beneficially owns 13,241,328 shares of Class B Common Stock, which are
convertible into 13,241,328 shares of Class A Common Stock. The Reporting Person
beneficially owns an additional 8,490 shares of Class A Common Stock. In total,
the Reporting Person beneficially owns 13,249,818 shares of Class A Common
Stock. Based on 42,328,365 shares of Class A Common Stock outstanding as of July
31, 2000, as reported in the Issuer's Form 10-Q for the period ending June 30,
2000, and assuming the conversion of all shares of Class B Common Stock of which
the Reporting Person is the beneficial owner, the Reporting Person owns 23.9%
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CUSIP No. 835898 10 7 13D Page 6 of 7
of the outstanding Class A Common Stock (including the shares so issuable upon
such conversion by the Reporting Person).
The 13,249,818 shares of Class A Common Stock beneficially owned by the
Reporting Person include: (i) 8,490 shares of Class A Common Stock owned by the
Reporting Person's grantor trust, (ii) 9,772,698 shares of Class A Common Stock
that the Reporting Person has the right to acquire by converting 9,772,698
shares of the Issuer's Class B Common Stock, $0.10 par value ("Class B Common
Stock"), held by him as a trustee of his grantor trust, (iii) 3,468,630 shares
of Class A Common Stock that Taubman Investments, L.L.C. ("TILC") has the right
to acquire by converting 3,468,630 shares of Class B Common Stock. TILC has no
independent voting or dispositive power with respect to such shares. The
Reporting Person disclaims any pecuniary interest in the shares owned by TILC
beyond his ownership interest in TILC. This figure excludes 792,830 shares of
Class B Common Stock owned by the Reporting Person's wife, Judith Taubman, as to
which such shares the Reporting Person has no voting or dispositive power and
with respect to which the Reporting Person disclaims beneficial ownership.
(b) See Item 5(a).
(c) Except as reported pursuant to Item 3 above, the Reporting Person has
not effected any transactions in the Issuer's securities since the filing of the
Statement on Schedule 13D amended hereby.
(d) The Reporting Person affirms that no other person other than as set
forth in the response to this Item 5 has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of the Class A Common Stock beneficially owned by the Reporting Person.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT
TO SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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CUSIP No. 835898 10 7 13D Page 7 of 7
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned hereby certifies that the information set forth in
this statement is true, complete and correct.
Dated: January 4, 2001 /s/ A. Alfred Taubman
________________________
A. Alfred Taubman
