-----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, SRxBRYG8vZIPRYjf57dMGlUUyt5GS/SnCa5ayILxLzCQaJtjiqqtiB5zUoUNPCq/ q32g5NN0iMzWOSgTYqkBdw== 0000950112-96-001220.txt : 19960426 0000950112-96-001220.hdr.sgml : 19960426 ACCESSION NUMBER: 0000950112-96-001220 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960425 SROS: NONE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-39574 FILM NUMBER: 96550338 BUSINESS ADDRESS: STREET 1: 500 N WOODWARD AVE STE 100 CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 3136462400 MAIL ADDRESS: STREET 1: 301 MERRITT 7 CITY: NORWALK STATE: CT ZIP: 06851 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FISHER MAX M CENTRAL INDEX KEY: 0001012257 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2700 FISHER BUILDING CITY: DETROIT STATE: MI ZIP: 48202 BUSINESS PHONE: 3138718000 MAIL ADDRESS: STREET 1: 2700 FISHER BUILDING CITY: DETROIT STATE: MI ZIP: 48202 SC 13D 1 SOTHEBY'S HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* --- SOTHEBY'S HOLDINGS, INC. ------------------------------------------------------------ (Name of Issuer) ----------------- Class A Limited Voting Common Stock, $0.10 Par Value ------------------------------------------------------------ (Title of Class of Securities) ----------------- 835898 10 7 ------------------------------------------------------------ (CUSIP Number) ----------------- David A. Handelsman, Esq., Miro Weiner & Kramer, 500 North Woodward Avenue, Suite 100, P.O. Box 908, Bloomfield Hills, MI 48304-0908, (810) 646-2400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 15, 1996 ------------------------------------------------------------ (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 [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). SCHEDULE 13D CUSIP NO. 835898 10 7 PAGE 2 OF 6 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Max M. Fisher 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America 7 SOLE VOTING POWER NUMBER OF 2,499,535 SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED 10,760 BY EACH REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 2,499,535 10 SHARED DISPOSITIVE POWER 10,760 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,510,295 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.1% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP NO. 835898 10 7 PAGE 3 OF 6 PAGES 13D ITEM 1. SECURITY AND ISSUER. This statement 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"). ITEM 2. IDENTITY AND BACKGROUND. (a) Max M. Fisher (b) 2700 Fisher Building Detroit, MI 48202 (c) Mr. Fisher's present principal occupation is private investor. He is Vice Chairman of the Issuer. (d) During the last five years, Mr. Fisher has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Fisher has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) Mr. Fisher is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Fisher has acquired 750 shares of Class A Common Stock (the "Acquired Shares") from the Issuer pursuant to the Issuer's Director Stock Ownership Plan. The Acquired Shares constitute a portion of his 1996 compensation as a director who is not an employee of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. The Acquired Shares were issued by the Issuer to Mr. Fisher and constitute a portion of his 1996 compensation as a director who is not an employee of the Issuer. CUSIP NO. 835898 10 7 PAGE 4 OF 6 PAGES ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Beneficially owned: Max M. Fisher is the beneficial owner of 1,841,671 shares of Class A Common Stock. This figure consists of: 750 shares of Class A Common Stock owned by Mr. Fisher's grantor trust; 10,760 shares of Class A Common Stock that Mr. Fisher has the right to acquire through the conversion of shares of the Issuer's Class B Common Stock, $0.10 par value ("Class B Common Stock"), owned by various family trusts of which Mr. Fisher is a co-trustee; and 1,830,161 shares of Class A Common Stock which Mr. Fisher has the right to acquire through the conversion of shares of Class B Common Stock held by Mr. Fisher as the trustee of his grantor trust. This figure excludes 668,624 shares of Class B Common Stock owned by Martinique Hotel, Inc., a corporation owned by members of Mr. Fisher's family, and 56,519 shares of Class A Common Stock that various family trusts (of which Mr. Fisher's wife is a co-trustee) have the right to acquire through the conversion of 56,519 shares of Class B Common Stock owned by such trusts. Mr. Fisher disclaims beneficial ownership of all shares other than the 750 shares of Class A Common Stock and the 1,830,161 shares of Class B Common Stock (convertible into an equal number of shares of Class A Common Stock) held by him as the trustee of his grantor trust. The increase in the aggregate shares of Class A Common Stock reported as beneficially owned by Mr. Fisher results from his acquisition of 750 shares of Class A Common Stock pursuant to an initial grant under the Issuer's Director Stock Ownership Plan. (b) Percent of Class: There are 38,728,693 outstanding shares of Class A Common Stock. Assuming the conversion of all shares of Class B Common Stock of which Mr. Fisher is the beneficial owner, Mr. Fisher owns 6.1% of the Class A Common Stock. (c) Number of shares as to which Mr. Fisher has: (i) sole power to vote or to direct the vote: 2,499,535 (ii) shared power to vote or to direct the vote: 10,760 (iii) sole power to dispose or to direct the disposition of: 2,499,535 (iv) shared power to dispose or to direct the disposition of: 10,760 CUSIP NO. 835898 10 7 PAGE 5 OF 6 PAGES ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. There are no contracts, arrangements, understandings or relationships with respect to the shares of the Class A Common Stock or the Class B Common Stock owned by Mr. Fisher. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None CUSIP NO. 835898 10 7 PAGE 6 OF 6 PAGES 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. Dated: April 24, 1996 /s/ Max M. Fisher --------------------------- Max M. Fisher -----END PRIVACY-ENHANCED MESSAGE-----