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
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December 7, 2010 |
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(Date of Report) |
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December 6, 2010 |
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(Date of Earliest Event Reported) |
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Sotheby’s |
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(Exact name of registrant as specified in its charter) |
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Delaware | | 1-9750 | | 38-2478409 |
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(State or other | | (Commission | | (IRS Employer |
jurisdiction of | | File Number) | | Identification No.) |
incorporation) | | | | |
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1334 York Avenue | | | | |
New York, NY | | | | 10021 |
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(Address of principal executive offices) | | | | (Zip Code) |
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(212) 606-7000 |
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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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On December 7, 2010, Sotheby’s announced the early tender results for its previously announced modified “Dutch auction” tender offer (the “Tender Offer”) for a portion of its outstanding 7.75% Senior Notes due 2015 (the “Notes”). In the Tender Offer, dated November 22, 2010, Sotheby’ offered to purchase, for cash, up to $50,000,000 in aggregate principal amount of the Notes, subject to the terms and conditions set forth the Tender Offer. The Tender Offer expires on December 20, 2010, unless such expiration date is extended by Sotheby’s or the Tender Offer is earlier terminated by Sotheby’s.
According to information provided by Global Bondholder Service Corporation, the despositary and information agent for the Tender Offer, $47,744,000 aggregate principal amount of Notes were validly tendered (and not validly withdrawn) on or before 5:00 p.m., New York City time, on December 6, 2010. A summary of the Tender Offer is outlined below.
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Title of
Security | | CUSIP
Number | | Principal
Amount
Outstanding(1) | | Early
Tender
Cap(2) | | Total
Consideration
(Acceptable
Range)(2)(3) | | Principal
Amount
Tendered as
of Early
Tender Date | | Percent of
Outstanding
Principal
Amount | |
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7.75% Senior
Notes due June
15, 2015 | | 835898AE7 | | $128,250,000 | | $30 | | $1050 to $1100 | | $47,744,000 | | 37.23% | |
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(1) Aggregate principal amount outstanding as of November 18, 2010. |
(2) Per $1,000 principal amount of Notes accepted for purchase. |
(3) Includes the Early Tender Payment. |
A copy of the press release announcing the early tender results of the Tender Offer is attached to this report as Exhibit 99.1
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Item 9.01 | Financial Statements and Exhibits. |
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| (c) Exhibits |
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| 99.1 | | Press release announcing the early tender results of the Tender Offer, issued by Sotheby’s on December 7, 2010 |
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.
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| SOTHEBY’S |
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| By: | /s/ Kevin M. Delaney | |
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| | Kevin M. Delaney |
| | Senior Vice President, |
| | Controller and Chief Accounting Officer |
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| Date: | December 7, 2010 | |
Exhibit Index
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Exhibit No. | | Description | |
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99.1 | | Press release announcing the early tender results of the Tender Offer, issued by Sotheby’s on December 7, 2010 |
