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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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
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(Title of Class of Securities)
835898 10 7
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(CUSIP Number)
Kenneth H. Gold, Esq.
Miro Weiner & Kramer
500 North Woodward Avenue
Bloomfield Hills, Michigan 48304
(248) 258-1214
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communication)
February 21, 2003
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(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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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) [ ]
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6.
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7. SOLE VOTING POWER
NUMBER OF 13,249,818
SHARES
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BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY None
EACH
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REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 13,249,818
WITH
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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 IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
21.6
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14. TYPE OF REPORTING PERSON
IN
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CUSIP NO. 835898 10 7 13D Page 3 of 5
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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.
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CUSIP NO. 835898 10 7 13D Page 4 of 5
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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.
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CUSIP NO. 835898 10 7 13D Page 5 of 5
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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
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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.