UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) - February 7, 2003
SOTHEBY'S HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
MICHIGAN 1-9750 38-2478409
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
38500 Woodward Avenue, Suite 100
BLOOMFIELD HILLS, MICHIGAN 48304
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 646-2400
ITEM 2. Acquisition or Disposition of Assets
On February 7, 2003, Sotheby's Holdings, Inc. (the "Company") sold its
headquarters building located at 1334 York Avenue, New York, NY (the
"Building") to RFR Holding, LLC ("RFR") for $175 million in cash. Net sale
proceeds after deducting taxes and fees related to the transaction were
approximately $167 million.
The Company leased the Building back from RFR for an initial 20-year term, with
options to extend the lease for two additional 10-year terms. Rental payments
during the initial term are approximately $18 million per year, escalating 7%
every three years during the term of the lease. The lease will be classified as
a capital lease. The resulting capital lease asset and capital lease obligation
will be recorded in the Company's consolidated balance sheet at approximately
$173 million.
The sale resulted in a gain of approximately $24 million, which will be deferred
and amortized over the initial 20-year term of the lease.
Net cash proceeds received from the sale of the Building enabled the Company to
repay $100 million in short-term borrowings under the senior secured term
facility (the "Term Facility") of the Company's credit agreement (the "Amended
and Restated Credit Agreement") and to fund the $20.1 million fine imposed on
the Company by the European Commission. The remaining proceeds will be used for
general corporate purposes.
The expected material impacts of the sale-leaseback transaction on the Company's
consolidated results for the year ended December 31, 2003 will be as follows:
(i) a net increase in interest expense of approximately $9 million, which
consists of approximately $16 million in interest expense attributable to
the capital lease obligation partially offset by savings of approximately
$7 million as a result of lower short-term borrowings; and
(ii) a net increase in depreciation expense of approximately $5 million, which
consists of approximately $8 million in depreciation expense attributable
to the capital lease asset partially offset by a reduction in depreciation
expense of approximately $3 million resulting from the sale of the
Building, as well as the amortization of the gain on sale over the initial
lease term.
In the future, annual interest expense associated with the capital lease
obligation will decrease each year during the initial lease term due to rental
payments made by the Company to reduce the capital lease obligation.
ITEM 5. Other Events
On February 7, 2003, the Company extended the maturity date of the Amended and
Restated Credit Agreement from February 11, 2003 to February 6, 2004 for a total
borrowing capacity of $75 million, which includes a $20 million term loan. The
reduced borrowing capacity is primarily the result of the Company's decreased
borrowing needs subsequent to the closing of the sale-leaseback transaction
described in Item 2 above.
FORWARD-LOOKING STATEMENTS
This Form 8-K 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 plans.
SOTHEBY'S HOLDINGS, INC.
AND SUBSIDIARIES
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SOTHEBY'S HOLDINGS, INC.
By: /s/ MICHAEL L. GILLIS
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Michael L. Gillis
Senior Vice President,
Controller and Chief
Accounting Officer
Date: February 14, 2003