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
December 15, 2004
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Date of report (Date of earliest event reported)
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 (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation or
organization)
38500 Woodward Avenue, Suite 100
Bloomfield Hills, Michigan 48303
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(Address of principal executive offices) (Zip Code)
(248) 646-2400
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(Registrant's telephone number,
including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement
On December 15, 2004, the Compensation Committee of the Board of
Directors of Sotheby's Holdings, Inc. ("Sotheby's" or the "Company")
approved an Amendment (the "Amendment") to the Sotheby's, Inc.
Retirement Savings Plan, a defined contribution pension plan qualified
under Section 401(k) of the Internal Revenue Code of 1986 (the
"Retirement Savings Plan"). The principal change reflected in the
Amendment is to replace the current standard Company contribution to the
Retirement Savings Plan of 2% of each participant's eligible
compensation to an amount determined at the Company's discretion that
will vary depending on the Company's profitability. A copy of the
Amendment is included as Exhibit 10.1 to this Form 8-K.
On December 15, 2004, the Compensation Committee of the Board of
Directors of the Company also approved the establishment of the
Sotheby's, Inc. 2005 Benefit Equalization Plan (the "2005 BEP"). The
2005 BEP, which will supersede approved the Company's existing Benefit
Equalization Plan on January 1, 2005, is an unfunded defined
contribution plan that is available to certain officers of the Company
whose contributions to the Company's Retirement Savings Plan are limited
by Internal Revenue Service regulations. The 2005 BEP was established to
comply with provisions of the American Jobs Creation Act of 2004, which
places new restrictions on deferred compensation arrangements, including
limiting the ability of both companies and individuals to revise
deferral elections or to accelerate distributions from a deferred
compensation plan. The 2005 BEP plan document is included as
Exhibit 10.2 to this Form 8-K.
Item 8.01. Other Events
Effective January 2005, the Company will increase its buyer's premium
charged on certain auction sales. In salesrooms in the United States
(the "U.S."), the buyer's premium will be 20% of the hammer (sale) price
on the first $200,000 and 12% of any remaining amount over $200,000. In
foreign salesrooms, these U.S. dollar thresholds will be translated into
an appropriate fixed local currency amount. Previously, the buyer's
premium charged on auction sales was generally 20% of the hammer (sale)
price on the first $100,000 and 12% of any remaining amount over
$100,000. The Company expects this change to the buyer's premium rate
structure to result in an increase in 2005 auction commission revenues.
(See statement on Forward Looking Statements.)
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
10.1 Third Amendment to the Sotheby's, Inc. Retirement Savings
Plan
10.2 Sotheby's, Inc. 2005 Benefit Equalization Plan
Forward Looking Statements
This Form 8-K contains certain forward looking statements, as such term
is defined in Section 21E of the Securities 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
performance will differ materially from such predictions.
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: December 15, 2004