-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VdfuGhpZYetqWxH2xC4pkGkHbhytr+XVIzeougLlXbSnVcoZvPRgzW+CBdImujwS /RkhZIBCglIUNe/ZSrnX/w== 0000898822-03-000133.txt : 20030221 0000898822-03-000133.hdr.sgml : 20030221 20030221080620 ACCESSION NUMBER: 0000898822-03-000133 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030221 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SOTHEBYS HOLDINGS INC CENTRAL INDEX KEY: 0000823094 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 382478409 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39574 FILM NUMBER: 03575073 BUSINESS ADDRESS: STREET 1: 500 NORTH WOODWARD AVENUE STREET 2: SUITE 100 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2486462400 MAIL ADDRESS: STREET 1: 500 NORTH WOODWARD AVENUE STREET 2: SUITE 100 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TAUBMAN ALFRED A CENTRAL INDEX KEY: 0000933018 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 EAST LONG LAKE ROAD STREET 2: TAUBMAN CO CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 2482586800 MAIL ADDRESS: STREET 1: 200 EAST LONG LAKE RD STREET 2: TAUBMAN CO CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 SC 13D/A 1 february21sched13da.txt SCHEDULE 13D/A - FEBRUARY 21, 2003 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDMENT NO. 3 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. Miro Weiner & Kramer 500 North Woodward Avenue Bloomfield Hills, Michigan 48304 (248) 258-1214 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communication) February 21, 2003 -------------------------------------------------------- (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. [ ] ================================================================================ - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) A. Alfred Taubman - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 13,249,818 SHARES ------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY None EACH ------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 13,249,818 WITH ------------------------------------------------- 10. SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 13,249,818 - ------------------------------------------------------------------------------ 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 21.6 - ------------------------------------------------------------------------------ 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ - ---------------------- ----------- CUSIP NO. 835898 10 7 13D Page 3 of 5 - ---------------------- ----------- 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, as amended by Amendment No. 1, dated January 4, 2001, and Amendment No. 2, dated June 3, 2002, is hereby amended and supplemented as set forth below (as amended, the "Schedule 13D"). ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to add the following: As previously reported, on June 3, 2002, the Reporting Person and the Issuer commenced a cooperative process with respect to the solicitation of indications of interest in a potential Extraordinary Transaction involving the Issuer. On February 21, 2003, the Issuer announced that it and the Reporting Person had agreed to terminate the process. A copy of the Issuer's press release is attached to this Schedule 13D as an exhibit, is incorporated herein by reference, and this description of the press release is qualified in its entirety by reference to the press release. Despite the fact that the Reporting Person and the Issuer are no longer actively seeking an Extraordinary Transaction, the Reporting Person reserves the right from time to time in the future to continue to develop, review and evaluate strategic alternatives with respect to his holdings in the Issuer. These may include a variety 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: 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 other extraordinary transaction 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; continued ownership of shares of Class A Common Stock and Class B Common Stock currently beneficially owned by the Reporting Person; 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; acquiring additional securities of the Issuer; 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. Whether any of the actions set forth above will occur, or whether the Reporting Person may consider other alternatives, will depend 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 related matters. 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. - ---------------------- ----------- CUSIP NO. 835898 10 7 13D Page 4 of 5 - ---------------------- ----------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 4 of this Schedule 13D is hereby incorporated by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 2. Press release issued by Sotheby's Holdings. Inc. on February 21, 2003. 3. Durable General Power of Attorney regarding the A. Alfred Taubman Restated Revocable Trust. - ---------------------- ----------- CUSIP NO. 835898 10 7 13D Page 5 of 5 - ---------------------- ----------- SIGNATURE 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: February 21, 2003 /s/ Jeffrey H. Miro ------------------------------ Jeffrey H. Miro* *Jeffrey H. Miro, as attorney-in-fact under Durable General Power of Attorney dated April 10, 2002, for A. Alfred Taubman, acting not individually, but as the Trustee the A. Alfred Taubman Restated Revocable Trust, filed as Exhibit 3 hereto EXHIBIT INDEX 2. Press release issued by Sotheby's Holdings. Inc. on February 21, 2003. 3. Durable General Power of Attorney regarding the A. Alfred Taubman Restated Revocable Trust. EX-2 3 february21pressrelease.txt EXHIBIT 2 - PRESS RELEASE - FEBRUARY 21, 2003 EXHIBIT 2 --------- [SOTHEBY'S LOGO] PRESS RELEASE FOR IMMEDIATE RELEASE Diana Phillips Matthew Weigman (212) 606-7176 fax: (212) 606-7381 SOTHEBY'S ANNOUNCES TERMINATION OF SALE PROCESS COMMENCED IN JUNE 2002 February 21, 2003 - Sotheby's announced today that the Company and the Taubman family have agreed to terminate, effective immediately, the process commenced on June 3, 2002, regarding the exploration of a possible sale or merger of the Company or sale of the Taubman stake in the Company. Over the last several months, Sotheby's and the Taubman family conducted a comprehensive process to explore a possible sale of Sotheby's. Despite considerable interest in the Company, a satisfactory transaction could not be reached. Consequently, Sotheby's Board and the Taubman family agreed to terminate the process. Sotheby's financial position has strengthened considerably in recent months. On February 7 the Company successfully closed the $175 million sale-leaseback of its York Avenue headquarters and secured a $75 million one-year credit facility, thus satisfying the Company's need for long-term financing. Additionally, the Company has significantly reduced its cost base by over $70 million since 2000. Bill Ruprecht, President and Chief Executive Officer of Sotheby's Holdings, said: "We look forward to working with our Board to build upon our improved position, to further strengthen Sotheby's historic franchise and to enhance shareholder value." ABOUT SOTHEBY'S HOLDINGS, INC. Sotheby's Holdings, Inc. is the parent company of Sotheby's worldwide live and Internet auction businesses, art-related financing and real estate brokerage activities. The Company operates in 34 countries, with principal salesrooms located in New York and London. The company also regularly conducts auctions in 13 other salesrooms around the world, including Australia, Hong Kong, France, Italy, the Netherlands, Switzerland and Singapore. Sotheby's Holdings, Inc. is listed on the New York Stock Exchange and the London Stock Exchange. SOTHEBY'S FORWARD LOOKING STATEMENTS This release contains certain "forward-looking statements" (as such term is defined in the Securities and Exchange Act of 1934, as amended) relating to future events and the financial performance of the Company. Such statements are only predictions and involve risks and uncertainties, resulting in the possibility that the actual events or performances will differ materially from such predictions. Major factors, which the Company believes could cause the actual results to differ materially from the predicted results in the "forward-looking statements" include the overall strength of the international economy and financial markets, competition with other auctioneers and art dealers, the volume of consigned property and the marketability at auction of such property, final resolution of antitrust related matters and the successful implementation of the Company's restructuring plan. EX-3 4 pwrofatty.txt EXHIBIT 3 - POWER OF ATTORNEY - FEBRUARY 21, 2003 EXHIBIT 3 --------- Durable General Power of Attorney --------------------------------- KNOW ALL MEN BY THESE PRESENTS, that I, A. ALFRED TAUBMAN, acting not individually but as the Trustee of the A. ALFRED TAUBMAN RESTATED REVOCABLE TRUST (the "AAT RESTATED REVOCABLE TRUST"), a trust existing under a certain revocable trust agreement executed by myself as the Settlor and as the Trustee, as amended and restated in its entirety by Instrument dated on even date herewith (as the same may hereafter be amended from time to time) (the "AAT RESTATED REVOCABLE TRUST AGREEMENT"), the undersigned, as Principal, whose address is 200 East Long Lake Road, P.O. Box 200, Bloomfield Hills, Michigan 483030200, do hereby make, constitute and appoint JEFFREY H. MIRO, whose address is 38500 North Woodward Avenue, Suite 100, P.O. Box 908, Bloomfield Hills, Michigan 48303-0908, my true and lawful attorney-in-fact to exercise on my behalf and in my name, place and stead all of my powers, duties and discretionary authority as the Trustee of the AAT Restated Revocable Trust: GENERAL GRANT OF POWER. To exercise or perform any acts, power, duty or right or obligation whatsoever that I now have or may hereafter acquire in my capacity as the Trustee of the AAT Restated Revocable Trust, relating to any person, matter, transaction or property, real or personal, tangible or intangible, now owned or hereafter acquired by me, in my capacity as the Trustee of the AAT Restated Revocable Trust, including without limitation the following specifically enumerated powers: POWERS OF COLLECTION AND PAYMENT. To collect, receive, hold, deposit, demand and sue for sums of money, debts, dues, commercial paper, checks, drafts, accounts, deposits, legacies, bequests, devises, notes, interests, stock certificates, bonds, dividends, certificates of deposit, royalties and annuities, pension and profit share interests, retirement, social security, insurance and other contractual benefits and proceeds, all documents of title, all property, real or personal, intangible and tangible property and property rights, and demands whatsoever, liquidated or unliquidated, now or hereafter owned by, or due, owing, payable or belonging to me, as the Trustee of the AAT Restated Revocable Trust, or in which I have or may hereafter acquire an interest, as the Trustee of the AAT Restated Revocable Trust, to have, use and take all lawful means, including equitable and legal remedies and proceedings in my name for the collection and recovery thereof; and to adjust, sell, compromise, forgive and agree for the same; and to execute and deliver for me on my behalf, in my capacity as the Trustee of the A. Alfred Taubman Restated Revocable Trust, and in my name, all endorsements, settlements, assignments, releases, receipts, deposits or discharges for the same. POWER TO ACQUIRE AND SELL. To purchase, acquire, exchange, grant options to buy or sell, and sell, assign, and convey, otherwise dispose, lease (as lessor or lessee), let, mortgage, pledge, sell or purchase on land contract, installment contract, margin or otherwise, real or personal property, tangible or intangible, or interests therein on such terms and conditions as my attorney-in-fact shall deem proper; to execute and deliver without limitation any quit claim, limited warranty, warranty or other deeds, agreements, land contracts, oil and gas leases, notes, mortgages, deeds of trust, security agreements, security interests, financing statements, guaranties, certifications and affidavits therefor, in my name, place and stead alone, as the Trustee of the A. Alfred Taubman Restated Revocable Trust, or to join therein with any tenants in common, joint tenants, tenants by the entirety, partners in a general or limited partnership, or members in a limited liability company in any and all things including that enumerated herein. MANAGEMENT POWERS. To maintain, repair, improve, plat, subdivide, invest, manage, insure, rent, lease, encumber, pledge, and in any manner deal with any real or personal property, tangible or intangible, or any interest therein, that I now own or may hereafter acquire, as the Trustee of the A. Alfred Taubman Restated Revocable Trust, in my name and for my benefit, upon such terms and conditions as my attorney-in-fact shall deem proper. BANKING AND BROKERAGE POWERS. To make, receive and endorse checks and drafts, deposit and withdraw funds, acquire and redeem certificates of deposit, open, close and otherwise deal with accounts and do all things herein enumerated in banks, savings and loan associations, brokerage companies and other institutions. VEHICLES. To apply for a Certificate of Title upon, and endorse and transfer title thereto, for any motor vehicle, boat, airplane or other vehicle. TAX POWERS. To represent the AAT Restated Revocable Trust in all tax matters; to prepare, sign, and file any tax document of any kind, including, without limitation, any (i) federal, state, or local income tax, return, (ii) claim for refund, (iii) request for extension of time to file any return or to pay any tax, (iv) petition to the Tax Court or any other court having jurisdiction regarding tax matters, (v) closing agreement, (vi) Internal Revenue Service Form 2848 or 8821, and (vii) power of attorney or form required by the Internal Revenue Service, or any state or local taxing authority with respect to any tax year between the years of 1992 and 2020; to pay any taxes due, collect and make such disposition of refunds as my attorney-in-fact shall deem appropriate, post bonds, receive confidential information, and contest any deficiency determined by the Internal Revenue Service, or any state or local taxing authority; to exercise any elections I, in my capacity as Trustee of the AAT Restated Revocable Trust, may have under federal, state, or local tax law; and generally to represent the AAT Restated Revocable Trust in any tax matters and proceedings of any kind and for all periods between the years of 1992 and 2020 before any representatives or officers of the Internal Revenue Service or any state or local taxing authority; to engage, compensate, and discharge attorneys, accountants and other tax and financial advisors and consultants to represent and/or assist the AAT Restated Revocable Trust in connection with any tax matters involving or in any way related to the AAT Restated Revocable Trust or any property in which the AAT Restated Revocable Trust may have, or may hereafter acquire, any ownership interest. SAFE DEPOSIT BOXES. To have access at any time or any times to any safe deposit box rented by me, in my capacity as the Trustee of the AAT Restated Revocable Trust, wheresoever located, to remove all or any part of the contents thereof, and to surrender or relinquish said safe deposit box; and any institution in which such safe deposit box may be located shall not incur any liability to me or my estate as a result of permitting the exercise of any such power by my attorney-in-fact. POWER TO RECEIVE MAIL. To enter any mail box used or hired by the AAT Restated Revocable Trust, whether at a United States Post Office, or elsewhere, and to surrender and terminate the lease for and such box at my attorney-in-fact's discretion; to sign for any certified or registered mail directed to me, in my capacity as Trustee of the AAT Restated Revocable Trust; and to execute any order required to forward mail to any location selected by my attorney-in-fact. EXECUTION AND DELIVERY OF DOCUMENTS AND INSTRUMENTS. To sign, seal, execute and deliver and acknowledge any and all documents and instruments in writing of whatever kind and nature as may be necessary or proper in the exercise of the rights and powers herein granted. BUSINESS INTERESTS. To purchase, acquire, conduct or participate in any business for me and in my name, in my capacity as the Trustee of the AAT Restated Revocable Trust, including general or limited partnerships, joint ventures, limited liability companies, or corporations; to vote, in person or by proxy, with respect to any such business or any stock, securities or other, interest in any such business; to oppose, consent to or otherwise participate in any business for me and in my name, in my capacity as the Trustee of the AAT Restated Revocable Trust, including general or limited partnerships, joint ventures, limited liability companies, or corporations; to vote, in person or by proxy, with respect to any such business or any stock, securities or other interest in any such business; to oppose, consent to or otherwise participate in any voting trust, or incorporation, reorganization, consolidation, merger, recapitalization, dissolution, liquidation, refinancing or sale of assets with respect to any such business; to exercise any right, option or privilege with respect to any such business; and to elect, employ and discharge, officers, directors, managers, employees and agents for any such business. BORROWING POWERS. On behalf of the AAT Restated Revocable Trust, to borrow or raise money in any amount whatsoever (including the purchase of stock, securities or other property on margin) for such terms and for such purposes and upon such conditions as my attorney-in-fact shall deem advisable; to execute promissory notes or other obligations for any amounts borrowed; to secure the repayment thereof by the mortgage, assignment, pledge, hypothecation, or grant of any other security interests or liens of all, or any part, of or upon one or more or all of my assets; and to guaranty (on an unsecured or secured basis) the payment (in full or in part) of any borrowings; and no person lending money to my attorney-in-fact shall be bound to see to the application by anyone for any purpose of the money lent or to inquire into the validity, expediency or propriety of any such borrowing. POWER TO MAKE GIFTS. To make gifts, outright or in trust, to my spouse and/or my children, their issue, and the spouses of my children or issue. POWER TO EXECUTE DISCLAIMERS. To disclaim any property or interest to or which for any reason or by any means the AAT Restated Revocable Trust may become entitled, including, without limitation, by gift or testate or intestate succession, pursuant to Section 2518 of the Internal Revenue Code of 1986, as amended, or any successor provisions, or Michigan Compiled Laws Sections 701.2901 through 700.2912, inclusively, or any successor provisions, or the applicable provisions of the laws of any other state. POWER TO EXECUTE FURTHER POWERS OF ATTORNEY. To execute further powers of attorney appointing my attorney-in-fact, or some other individual, as agent thereunder. I, in my capacity as Trustee of the AAT Restated Revocable Trust, give and grant to my attorney-in-fact full power and authority to do everything necessary in exercising any of the powers herein granted as fully as I, in my capacity as Trustee of the AAT Restated Revocable Trust, might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my attorney-in-fact shall do or cause to be done by virtue of the Power of Attorney herein granted. RESERVATION OF AUTHORITY. I specifically reserve to myself, and do not grant to my attorney-in-fact, the powers reserved to me as the Settlor of the AAT Restated Revocable Trust pursuant to Section 2 of Article II of the AAT Restated Revocable Trust Agreement to amend, alter, revoke or terminate such trust agreement. THIRD-PARTY RELIANCE. Third-parties may rely upon the representations of my attorney-in-fact as to all matters relating to any power granted herein, and no person who may act in reliance upon the representations of my attorney-in-fact or the authority granted thereto shall incur any liability to me or my estate or the AAT Restated Revocable Trust or its beneficiaries as a result of the exercise of any power by my attorney-in-fact. DISABILITY OF PRINCIPAL. This Power of Attorney shall not be affected by my disability. GOVERNING LAW. This Power of Attorney shall be governed by and construed in accordance with the laws of the State of Michigan. Should any provision be invalid or unenforceable to any extent, the remainder of the provisions hereof shall not be affected thereby. IN WITNESS WHEREOF, I hereby execute this Durable General Power of Attorney on this 10th day of April, 2002. WITNESSES: /s/Linda A. Wasserman -------------------------------------- /s/A. Alfred Taubman -------------------------------------- A. ALFRED TAUBMAN, acting not individually but as the Trustee of the A. ALFRED TAUBMAN RESTATED REVOCABLE TRUST, as amended and restated in its entirety by Instrument dated April 10, 2002, as the same may hereafter be amended from time to time, Principal /s/ Barbara A. O'Rear -------------------------------------- STATE OF MICHIGAN ) ) ss. COUNTY OF OAKLAND ) The foregoing instrument was acknowledged before me this 10th day of March, 2002 by A. ALFRED TAUBMAN, acting not individually but as Trustee of the A ALFRED TAUBMAN RESTATED REVOCABLE TRUST, as amended and restated in its entirety by Instrument dated on even date herewith (as the same may hereafter be amended from time to time.) Kelly S. Walbridge Notary Public, Oakland County, Michigan My Commission expires May 12, 2002 -----END PRIVACY-ENHANCED MESSAGE-----