0001193125-13-388165.txt : 20131002 0001193125-13-388165.hdr.sgml : 20131002 20131002100723 ACCESSION NUMBER: 0001193125-13-388165 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20131002 DATE AS OF CHANGE: 20131002 GROUP MEMBERS: DANIEL S. LOEB SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOTHEBYS CENTRAL INDEX KEY: 0000823094 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 382478409 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39574 FILM NUMBER: 131128753 BUSINESS ADDRESS: STREET 1: 1334 YORK AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 212-606-7000 MAIL ADDRESS: STREET 1: 1334 YORK AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 FORMER COMPANY: FORMER CONFORMED NAME: SOTHEBYS HOLDINGS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Third Point LLC CENTRAL INDEX KEY: 0001040273 IRS NUMBER: 133922602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2122247400 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10152 FORMER COMPANY: FORMER CONFORMED NAME: THIRD POINT MANAGEMENT CO LLC DATE OF NAME CHANGE: 19970602 SC 13D/A 1 d605390dsc13da.htm SCHEDULE 13D (AMENDMENT NO. 1) Schedule 13D (Amendment No. 1)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Sotheby’s

(Name of Issuer)

Common stock, par value $0.01 per share

(Title of Class of Securities)

835898107

(CUSIP Number)

Joshua L. Targoff

Third Point LLC

375 Park Avenue, 21st Floor

New York, NY 10152

(212) 715-3880

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

September 30, 2013

(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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 835898107  

 

  1   

NAME OF REPORTING PERSONS

 

Third Point LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

6,350,000 (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

6,350,000 (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,350,000 (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.3%

14  

TYPE OF REPORTING PERSON

 

OO

 


CUSIP No. 835898107

 

  1   

NAME OF REPORTING PERSONS

 

Daniel S. Loeb

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

AF

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 

¨

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

6,350,000 (see Item 5)

     9   

SOLE DISPOSITIVE POWER

 

0

   10   

SHARED DISPOSITIVE POWER

 

6,350,000 (see Item 5)

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,350,000 (see Item 5)

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.3%

14  

TYPE OF REPORTING PERSON

 

IN


This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of Sotheby’s, a Delaware corporation (the “Issuer”) and amends the Schedule 13D filed on August 26, 2013 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”). Capitalized terms used and not defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.

This Amendment No. 1 is being filed to amend Item 3, Item 4, Item 5, Item 6 and Item 7 of the Schedule 13D as follows:

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is amended and restated to read as follows:

The Funds expended an aggregate of approximately $265,986,084 of their own investment capital to acquire the shares of Common Stock held by them, for a total average cost per share of $41.89 (which amounts are calculated after netting the approximately $10,064,347 earned by the Funds at the termination of previously disclosed swaps).

The Reporting Persons and Funds may effect purchases of shares of Common Stock through margin accounts maintained for them with brokers, which extend margin credit as and when required to open or carry positions in their margin accounts, subject to applicable federal margin regulations, stock exchange rules and such firms’ credit policies. Positions in shares of Common Stock may be held in margin accounts and may be pledged as collateral security for the repayment of debit balances in such accounts. Such margin accounts may from time to time have debit balances. In addition, since other securities may be held in such margin accounts, it may not be possible to determine the amounts, if any, of margin used to purchase shares of Common Stock.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is amended by adding the following:

On October 2, 2013, the Management Company sent a letter to Mr. William F. Ruprecht, the Chief Executive Officer of the Issuer. The letter is attached as Exhibit 99.3 and incorporated by reference in this Item 4 in its entirety.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is amended and restated to read as follows:

(a) As of 4:00 p.m., New York City time, on October 1, 2013, the Reporting Persons beneficially own an aggregate of 6,350,000 shares of Common Stock held by the Funds (the “Shares”). The Shares represent 9.3% of the Issuer’s Common Stock outstanding. Percentages of the Common Stock outstanding reported in this Schedule 13D are calculated based upon the 68,337,055 shares of Common Stock outstanding as of July 31, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013, filed by the Issuer with the Securities and Exchange Commission on August 6, 2013.

(b) Each of the Reporting Persons shares voting and dispositive power over the shares of Common Stock held directly by the Funds.

(c) Set forth on Schedule I hereto are all transactions in the securities of the Issuer effected during the past sixty days by the Reporting Persons, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 1, 2013.

(d) Other than the Funds that directly hold the securities of the Issuer, and except as set forth in this Item 5, no other person is known to have the right to receive, or the power to direct the receipt of, dividends from or proceeds from the sale of, the Shares.

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is amended and restated to read as follows:

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the Reporting Persons have entered into a Joint Filing Agreement, a copy of which was previously filed with the Original Schedule 13D as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.

        The Funds may, from time to time, enter into and dispose of cash-settled equity swap, stock-settled equity swap, option or other derivative transactions with one or more counterparties that are based upon the value of shares of Common Stock, which transactions may be significant in amount. The profit, loss and/or return on such contracts may be wholly or partially dependent on the market value of the shares of Common Stock.

As of 4:00 p.m., New York City time, on October 1, 2013, the Funds have sold American-style put options referencing an aggregate of 2,131,000 shares of Common Stock at an exercise price between $45.00 per share and $46.00 per share, which expire in October 2013.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

Item 7 of the Schedule 13D is amended by adding thereto the following:

 

Exhibit Number

  

Description of Exhibits

99.3    Letter, dated October 2, 2013, to Mr. William F. Ruprecht, Chief Executive Officer of the Issuer.


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

    

THIRD POINT LLC

 

By: Daniel S. Loeb, Chief Executive Officer

Date: October 2, 2013      
   By:    /s/ William Song
     

 

      Name: William Song
      Title:   Attorney-in-Fact
   DANIEL S. LOEB
Date: October 2, 2013      
   By:    /s/ William Song
     

 

      Name: William Song
      Title:   Attorney-in-Fact


SCHEDULE I

This Schedule sets forth information with respect to each purchase and sale of Shares which was effectuated by a Reporting Person during the past sixty days, inclusive of any transactions effected through 4:00 p.m., New York City time, on October 1, 2013. Unless otherwise indicated, all transactions were effectuated in the open market through a broker.

 

Date of Transaction   

Number of Shares

Purchased (Sold)

    Price per Share  

8/2/2013

     40,000        44.68   

8/2/2013

     50,000        44.76   

8/6/2013

     200,000        44.71   

8/15/2013

     100,000        44.70   

8/15/2013

     (75,000 )*      44.73   

8/15/2013

     75,000     44.73   

8/16/2013

     225,000        44.94   

8/19/2013

     50,000        44.54   

8/21/2013

     (500,000     45.00   

8/21/2013

     (125,000     44.93   

8/21/2013

     900,000        44.92   

8/22/2013

     (270,000     45.36   

8/22/2013

     30,200        45.00   

8/22/2013

     105,000        45.08   

8/23/2013

     9,800        45.76   

9/30/2013

     595,000        49.16   

9/30/2013

     630,000        49.17   

9/30/2013

     500,000        49.16   

9/30/2013

     500,000        49.17   

10/1/2013

     200,000        49.72   

 

  * Rebalancing trade.


INDEX TO EXHIBITS

 

Exhibit Number

  

Description of Exhibits

99.3    Letter, dated October 2, 2013, to Mr. William F. Ruprecht, Chief Executive Officer of the Issuer.
EX-99.3 2 d605390dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

LOGO

 

Third Point LLC

390 Park Avenue

New York, NY 10022

Tel 212 715 3880

October 2, 2013

Mr. William F. Ruprecht

Chairman, President and Chief Executive Officer

Sotheby’s

1334 York Avenue

New York, NY 10021

Dear Mr. Ruprecht:

Funds managed by Third Point LLC (“Third Point”) recently received Hart-Scott-Rodino approval to increase our stake in Sotheby’s (the “Company”) and now hold 9.3% of the outstanding shares, making us the Company’s largest shareholder. Notwithstanding Sotheby’s recent efforts – a belated announcement partially addressing poor capital allocation practices and the hiring of a new Chief Financial Officer – we remain concerned about its leadership, shareholder misalignment, strategic direction, and Board governance.

In particular, we are troubled by the Company’s chronically weak operating margins and deteriorating competitive position relative to Christie’s, as evidenced by each of the Contemporary and Modern art evening sales over the last several years. We are not persuaded by management’s explanation that Sotheby’s lower market share is due to uneconomic and predatory behavior by Christie’s to secure major works. Based on discussions with market participants, it is our understanding that it has been Sotheby’s who has most aggressively competed on margin, often by rebating all of the seller’s commission and, in certain instances, much of the buyer’s premium to consignors of contested works. We believe that Sotheby’s should be competing based on the quality of its service, its expertise, and ability to generate the highest possible price for its customer. Regrettably, we have concluded that Sotheby’s malaise is a result of a lack of leadership and strategic vision at its highest levels.

Pressing Issues at Sotheby’s

We acknowledge that you, Mr. Ruprecht, were an able steward for the Company following both the price fixing scandal in 2000 and the financial crisis in 2008. Unfortunately, you have not led the business forward in today’s art market. It is apparent to us from our meeting that you do not fully grasp the central importance of Contemporary and Modern art to the Company’s growth strategy, which is highly problematic since these are the categories expanding most rapidly among new collectors. This is not to say that Sotheby’s entire portfolio of art, antique, and collectible departments is not critically important – it is. However, Sotheby’s success will be defined in large part by its ability to generate sales and profits in Contemporary and Modern art, as this is where the greatest growth potential lies.


Our research suggests Sotheby’s crisis of leadership has created dysfunctional divisions and a fractured culture. There is a demoralizing recognition among employees that Sotheby’s is not at the cutting edge – demonstrated by the Company’s inability to even develop a coherent plan for an internet sales strategy, much less implement one. Sotheby’s is struggling internationally, lagging in newer markets like China and the Middle East, where Christie’s has established significant customer relationships. Similarly in private sales, while Sotheby’s has improved, it remains squarely behind its main rival. We believe that with proper management and sufficient resources, Sotheby’s has the potential to be a significant global player in the secondary sales market.

We have heard many excuses – but no good reasons – why Sotheby’s competitive position is deteriorating, such as: “Christie’s is buying market share and making uneconomic deals to make headlines,” or “Christie’s is private and doesn’t have to disclose its guarantees.” These pretexts are poor substitutes for the truth: despite its advantages of historical superiority, a more prestigious brand, and a publicly traded currency with which it can attract, motivate and reward top talent, Sotheby’s has languished while Christie’s has thrived.

Management’s Lack of Alignment with Shareholders

Emblematic of the Company’s misalignment with shareholder interests are both your own generous pay package and scant stock holdings by virtually all Board members. Third Point’s current stake represents nearly 10 times the number of fully-vested shares held by Sotheby’s directors and executive officers. Your personal holding of 152,683 shares, representing a mere 0.22% interest, is particularly noteworthy because you have been an employee of the Company since 1980 and its CEO since 2000.

In sharp contrast to your limited stock holdings is a generous package of cash pay, perquisites, and other compensation. We see little evidence justifying your 2012 total compensation of $6,300,399 in both salary and PSU awards valued at over $4 million, seemingly based on a mysterious target not disclosed in any of the Company’s public filings. Your compensation award compares quite favorably to companies offered as peers in your own proxy statement: $3.9 million for the CEO of Nordstrom Inc. and $6.1 million for the CEO of Tiffany & Co. – both companies more than three times the size of Sotheby’s – and yet Sotheby’s has clearly underperformed these “comparables”.

A review of the Company’s proxy statement reveals a perquisite package that invokes the long-gone era of imperial CEOs: a car allowance, coverage of tax planning costs, and reimbursement for membership fees and dues to elite country clubs. What example does

 

2


this set for Sotheby’s hard-working employees, who see leaders at the top collecting guaranteed perks rather than rewards delivered for growing earnings? In our experience, skewed compensation programs approved by a Board with little oversight inevitably result in exactly the type of lackadaisical corporate culture evident at Sotheby’s today.

Limitations in Formulating and Executing Strategic Initiatives

Sotheby’s current “strategy” is puzzling. The Company has stated that it intends to focus on “top clients” and high value lots, and shun the lower value lots that your top competitor has effectively captured by leveraging new technologies. Despite this “focus”, Sotheby’s market share relative to Christie’s in items over $1 million actually trails its overall market share. Strategically, we cannot help but ask if ceding the market for lower value lots to your key rival has allowed them to generate profits and relationships with emerging collectors which they are using to compete against you at the top of the market. This is just one of many examples where a lack of leadership by a sleepy Board and overpaid executive team has resulted in missed new opportunities.

We are also troubled by the lack of expense discipline that has followed the financial crisis. The “Restructuring Plan” announced in 2007 targeted four areas, designed with the goal of “materially recalibrating Sotheby’s cost base.” This worked well when the Company battened down the hatches during the financial crisis and costs were significantly reduced. Yet, the absolute level of combined spending on these target areas – direct cost of services, marketing expenses, salaries and related costs, and general and administrative expenses – is now tracking in-line with peak 2007 levels despite revenues that are about 15% lower today. Of particular concern is the tens of millions of dollars spent annually on “professional fees” that never seem to result in any meaningful change in the way the business is operated. The one area you have managed to sustain some targeted cost savings is in “direct cost of services,” which may simply be a function of holding approximately one-third fewer auctions. That is hardly an accomplishment.

In the course of our investigation into the Company’s business practices, we came across numerous anecdotes of waste. Typical of the egregious examples was a story we heard of a recent offsite meeting consisting of an extravagant lunch and dinner at a famous “farm-to-table” New York area restaurant where Sotheby’s senior management feasted on organic delicacies and imbibed vintage wines at a cost to shareholders of multiple hundreds of thousands of dollars. We acknowledge that Sotheby’s is a luxury brand, but there appears to be some confusion – this does not entitle senior management to live a life of luxury at the expense of shareholders.

 

3


A Prescription for Repairing Sotheby’s

Sotheby’s is like an old master painting in desperate need of restoration. Auctions, private and internet sales all need to be reinvigorated or revamped. Sotheby’s global footprint must expand, and opportunities to exploit the Sotheby’s brand through adjacent businesses should be considered. Sotheby’s can also use its unique position and potential excess capital to judiciously take principal positions in works of art when doing so would not conflict with its clients’ interests.

As with any important restoration, Sotheby’s must first bring in the right technicians. Third Point is not only Sotheby’s largest shareholder but also has significant experience and a successful track record of serving on public company boards. I am willing to join the board immediately and help recruit several new directors who have experience increasing shareholder value, share a passion for art, understand technology and luxury brands, or have operated top-performing sales organizations. Importantly, our candidates would also better represent Sotheby’s expanding geographic footprint. We support the Company placing a designee from another large shareholder on the Board as well. Once installed, these new directors would determine what other steps are necessary to ensure that the Company benefits from the rigor and direction that comes with having an “owners’ perspective” in the boardroom.

It is also time, Mr. Ruprecht, for you to step down from your positions as Chairman, President and Chief Executive Officer and for the role of Chairman to be separated for your successor. While you were an able caretaker of Sotheby’s during times of crisis, you have not shown the innovation or inspiration the Company sorely needs to play offense today. Sotheby’s requires a CEO with sufficient knowledge of the global art markets to make critical decisions, who can move seamlessly around the globe building the business and strengthening client relationships. Respectfully, we do not see evidence that you are the right person to repair the Company and drive its growth in today’s dynamic global art market.

Therefore, once on the Board, it will be our top priority to commence a search for a new Chief Executive Officer from either within or outside the Company. Based on our due diligence and discussions with participants in the art market, there are at least two internal candidates for the CEO position who warrant serious consideration. We have already begun informal discussions with outside candidates and would welcome the opportunity to bring the internal candidates into a formal process.

Sincerely,

/s/ Daniel S. Loeb

Daniel S. Loeb

Chief Executive Officer

 

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