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 17, 2004
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 48303
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 646-2400
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ITEM 2. Acquisition or Disposition of Assets
On February 17, 2004, Sotheby's Holdings, Inc. (the "Company") sold its domestic
real estate brokerage business, Sotheby's International Realty, Inc., to a
subsidiary of Cendant Corporation ("Cendant") for $100.7 million, which
consisted of approximately $98.9 million in cash and the assumption of a
$1.8 million note payable. The purchase price is subject to customary,
post-closing adjustments. Net cash proceeds from the sale, after deducting
approximately $5.0 million in expenses, were $93.9 million. Additionally, in
conjunction with the transaction described above, the Company entered into an
agreement with Cendant to license the Sotheby's International Realty trademark
and certain related trademarks in exchange for an ongoing license fee. The
license agreement, which is for an initial 50-year term with a 50-year renewal
option, is applicable to Canada, Israel, Mexico, the United States (the "U.S.")
and certain Caribbean countries. The other non-U.S. offices and affiliates of
the Company's real estate brokerage business, which are not significant to the
Company's overall operations, will continue to operate as Sotheby's
International Realty under current management. However, Cendant has an option to
acquire certain of these offices and affiliates and a license to use the related
trademarks in other countries outside the U.S. during the five-year period
following February 17, 2004 for a nominal amount.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
(b) Pro Forma Financial Information
The pro forma financial information required by this item is hereby
included in Exhibit 99.1 attached hereto.
(c) Exhibits
99.1 Pro forma financial information of Sotheby's Holdings, Inc.
99.2 Stock Purchase Agreement by and among NRT Incorporated as the
Purchaser, Sotheby's Holdings, Inc. as the Seller, and Cendant
Corporation as the Purchaser Guarantor; dated as of February 17,
2004
99.3 Trademark License Agreement among SPTC, Inc. as Licensor,
Sotheby's Holdings, Inc. as Guarantor,
Monticello Licensee Corporation as Licensee, and Cendant
Corporation as Guarantor; dated as of February 17, 2004
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: March 2, 2004
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