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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 5)
SOTHEBY'S HOLDINGS, INC.
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(Name of Issuer)
CLASS A LIMITED VOTING COMMON STOCK, $0.10 PER VALUE
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(Title of Class of Securities)
835898 10 7
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(CUSIP Number)
Jeffrey H. Miro, Esq.
Honigman Miller Schwartz and Cohn LLP
38500 Woodward Avenue
Suite 100
Bloomfield Hills, Michigan 48304
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
APRIL 10, 2006
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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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SCHEDULE 13D
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CUSIP No. 835898 10 7 Page 2 of 8
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1 NAMES OF REPORTING PERSONS
A. ALFRED TAUBMAN
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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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 BOX 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
2,728,644
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NUMBER OF SHARES 8 SHARED VOTING POWER
BENEFICIALLY OWNED BY
EACH REPORTING
PERSON NONE
WITH ------------------------------------------
9 SOLE DISPOSITIVE POWER
2,728,644
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10 SHARED DISPOSITIVE POWER
NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,728,644
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.57%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 835898 10 7 13D Page 3 of 8
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ITEM 1. SECURITY AND ISSUER.
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, Amendment No. 2, dated June 3, 2002, Amendment No. 3,
dated February 21, 2003, and Amendment No. 4, dated September 7, 2005, is hereby
amended and supplemented as set forth below (as amended, the "SCHEDULE 13D").
The principal executive office and mailing address of the Issuer is 38500
Woodward Avenue, Suite 100, Bloomfield Hills, Michigan.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
The Reporting Person has entered into a transaction to sell the
following shares of Class A Common Stock pursuant to Rule 144 transactions: (1)
3,650,000 shares of Class A Common Stock owned by the Reporting Person's grantor
trust, The A. Alfred Taubman Restated Revocable Trust, of which the Reporting
Person is the sole trustee, and (2) 328,747 shares of Class A Common Stock owned
by the Reporting Person's grantor retained annuity trust, The A. Alfred Taubman
2004 Grantor Retained Annuity Trust, of which the Reporting Person is the sole
trustee. The shares of Class A Common Stock held by The A. Alfred Taubman
Restated Revocable Trust prior to this transaction included 1,908,834 shares
previously held by The Family Trust.
Giving effect to these sales, the Reporting Person has beneficial
ownership of less than five percent of the shares of Class A Common Stock, and
accordingly is no longer subject to the requirement to file a Schedule 13D. No
further amendments will be made to this Schedule 13D, unless the Reporting
Person's beneficial interest in the Issuer's Class A Common Stock increases to
five percent or more.
The Reporting Person's wife, Judith M. Taubman, has entered into a
transaction to sell 171,253 shares of Class A Common Stock beneficially owned by
the Reporting Person's wife, through The Judith M. Taubman Revocable Trust, of
which Judith M. Taubman is the sole trustee, pursuant to Rule 144 transactions.
The Reporting Person disclaims beneficial ownership of the shares of Class A
Common Stock beneficially owned by his wife. Even if the shares of Class A
Common Stock beneficially owned by Judith M. Taubman, and as to which shares the
Reporting Person has no voting or dispositive power (and which the Reporting
Person disclaims ownership of), were considered beneficially owned by the
Reporting Person, giving effect to the transactions
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CUSIP No. 835898 10 7 13D Page 4 of 8
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described herein, the Reporting Person would beneficially own only approximately
4.95% of the shares of Class A Common Stock.
The Reporting Person expects that he, and to his knowledge, Judith M.
Taubman, will continue to hold for investment purposes the shares of Class A
Common Stock they respectively beneficially own following the sales reflected in
this Schedule 13D, amounting to approximately 4.95% of the shares of Class A
Common Stock, and consisting of: (1) 644,768 shares of Class A Common Stock
owned by The A. Alfred Taubman Restated Revocable Trust; (2) 329,067 shares of
Class A Common Stock owned by The A. Alfred Taubman 2004 Grantor Retained
Annuity Trust; (3) 1,754,809 shares of Class A Common Stock owned by Taubman
Investments, LLC; and (4) 229,846 shares of Class A Common Stock owned by the
Judith M. Taubman Revocable Trust. Taubman Investments, LLC has no independent
voting or dispositive power with respect to such shares. The Reporting Person
disclaims any pecuniary interest in the shares owned by Taubman Investments, LLC
beyond his ownership interest in Taubman Investments, LLC. The Reporting Person
disclaims beneficial ownership of the shares of Class A Common Stock
beneficially owned by his wife.
However, the Reporting Person, and to his knowledge, Judith M.
Taubman, reserves, the right from time to time in the future and subject to the
provisions of the Transaction Agreement, dated as of September 7, 2005, by and
among the Issuer and The A. Alfred Taubman Restated Revocable Trust, The A.
Alfred Taubman 2003 Grantor Retained Annuity Trust and Taubman Investments, LLC,
The A. Alfred Taubman 2004 Grantor Retained Annuity Trust and The Judith M.
Taubman Revocable Trust and, for purposes of certain provisions of the
Transaction Agreement, the Reporting Person and Robert S. Taubman (including the
agreement not to dispose of or acquire securities of the Issuer or to take
certain other specified actions with respect to the Issuer or its securities for
specified periods as further described in "Item 6-- Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer" of
Amendment No. 3 of the Schedule 13D) to continue to develop, review and evaluate
alternatives with respect to their holdings in the Issuer. These may include a
variety of possible strategies for enhancing the value of such investment in the
Issuer, including among other things: disposing of some or all of such
securities; continued ownership of securities of the Issuer; effecting a
structured financing or monetization using securities of the Issuer; structuring
a loan or loans secured by some or all of the securities of the Issuer;
acquiring additional securities of the Issuer; and proposing or effecting any
transaction or matter that would constitute or result in any of the
transactions, matters or effects enumerated in Items 4(a)-(j) of Schedule 13D.
Whether any of the actions set forth above will occur, or whether the
Reporting Person may consider 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 5 of 8
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Except as noted above, as of the date of this Schedule 13D, the
Reporting Person has no plans or proposals which relate to or would result in
any of the transactions, matters or effects enumerated in Item 4(a)-(j) of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) According to the Issuer's Schedule 14A, filed on March 31, 2006, there
were 59,733,442 shares of Class A Common Stock issued and outstanding
as of March 24, 2006. Giving effect to the transactions described in
Item 5(c) below, the Reporting Person is the beneficial owner of
2,728,644 shares of Class A Common Stock. This figure includes (1)
644,768 shares of Class A Common Stock owned by The A. Alfred
Taubman Restated Revocable Trust, of which he is the sole trustee, (2)
329,067 shares of Class A Common Stock owned by The A. Alfred
Taubman 2004 Grantor Retained Annuity Trust, of which he is the sole
trustee, and (3) 1,754,809 shares of Class A Common Stock owned by
Taubman Investments, LLC. Taubman Investments, LLC has no independent
voting or dispositive power with respect to such shares. Mr. Taubman
disclaims any pecuniary interest in the shares owned by Taubman
Investments, LLC beyond his ownership interest in Taubman Investments,
LLC.
This figure excludes 229,846 shares of Class A Common Stock owned by
the Reporting Person's wife, Judith M. Taubman (after taking into
account the transaction by Mrs. Taubman in the transactions described
in Item 5(c) below). The Reporting Person disclaims beneficial
ownership of the shares of Class A Common Stock beneficially owned by
his wife. Even if the shares of Class A Common Stock beneficially
owned by Judith M. Taubman (as described in Item 5(c) below) were
considered beneficially owned by A. Alfred Taubman, giving effect to
the transactions described in Item 5(c) below, the Reporting Person
would own 4.95% of the shares of Class A Common Stock.
(b) Rows (7) through (10) of the cover pages to this Schedule 13D set
forth (i) the number of shares of Class A Common Stock as to which
there is sole power to vote or direct the vote or to dispose or direct
the disposition and (ii) the number of shares of Class A Common Stock
as to which there is shared power to vote or direct the vote or to
dispose or direct the disposition.
(c) In the past 60 days, the Reporting Person entered into a transaction
to sell the following shares of Class A Common Stock pursuant to Rule
144 transactions to Banc of America Securities:
DATE SHARES OF CLASS A OWNER PRICE/SHARE
COMMON STOCK
April 10, 2006 3,650,000 The A. Alfred Taubman (2)
Restated Revocable Trust(1)
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CUSIP No. 835898 10 7 13D Page 6 of 8
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April 10, 2006 328,747 The A. Alfred Taubman (2)
2004 Grantor Retained
Annuity Trust (1)
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(1) The Reporting Person is the sole trustee.
(2) The price per share to be received by the Reporting Person
in these transactions will be not less than $27.50, and is
subject to adjustment in certain circumstances not yet
determined.
In the past 60 days, the Reporting Person's wife, Judith M.
Taubman, entered into a transaction to sell 171,253 shares of
Class A Common Stock owned by Mrs. Taubman, including through The
Judith M. Taubman Revocable Trust of which Mrs. Taubman is the
sole trustee, pursuant to Rule 144 transactions to Banc of
America Securities. The Reporting Person has no voting or
dispositive power over, and disclaims beneficial ownership of,
the shares of Class A Common Stock beneficially owned by his
wife.
(d) Not applicable.
(e) As of April 10, 2006, the Reporting Person ceased ownership of
more than five percent of the shares of Class A Common Stock.
The Reporting Person disclaims beneficial ownership of the shares
of Class A Common Stock beneficially owned by his wife. Even if
the shares of Class A Common Stock beneficially owned by Judith
M. Taubman were considered beneficially owned by the Reporting
Person, after the transactions described in Item 5(c) above, as
of April 10, 2006, the Reporting Person would cease to own more
than five percent of the shares of Class A Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
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CUSIP No. 835898 10 7 13D Page 7 of 8
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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: April 12, 2006
/s/ A. Alfred Taubman
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A. Alfred Taubman
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CUSIP No. 835898 10 7 13D Page 8 of 8
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EXHIBIT INDEX
None.