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 22, 2010
(Date of Report)
December 21, 2010
(Date of Earliest Event Reported)
Sotheby's
(Exact name of registrant as specified in its charter)
Delaware | 1-9750 | 38-2478409 |
(State or other
jurisdiction of
incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
| | | |
1334 York Avenue
New York, NY | | 10021 |
| (Address of principal executive offices) | | (Zip Code) |
(212) 606-7000
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events
On December 21, 2010, Sotheby’s announced the expiration, as of 11:59 p.m., New York City time, on December 20, 2010 (the “Expiration Date”), of its previously announced modified “Dutch auction” tender offer (the “Tender Offer”) for up to $50 million of its outstanding 7.75% Senior Notes due 2015 (the “Notes”). The Tender Offer was made pursuant to Sotheby’s Offer to Purchase for Cash, dated November 22, 2010.
An aggregate principal amount of $48,279,000 Notes were validly tendered (and not validly withdrawn) on or before the Expiration Date. The principal amount of Notes being accepted for purchase represents 37.64% of the principal amount of Notes outstanding. Sotheby’s paid for the Notes tendered and accepted on December 21, 2010.
The purchase of the Notes discussed above will result in a non-operating loss of approximately $6 million in the fourth quarter of 2010, but will reduce annual interest expense by approximately $3 million in 2011-2014 and approximately $1.5 million in 2015. (See statement on Forward Looking Statements.)
A copy of the press release announcing the final results of the Tender Offer is attached to this report as Exhibit 99.1.
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 Sotheby’s. 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.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits |
|
| | 99.1 | Press release announcing the final results of the Tender Offer, issued by Sotheby’s on December 21, 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.
| By: | /s/ Kevin M. Delaney |
| | | Kevin M. Delaney
Senior Vice President,
Controller and Chief Accounting Officer |
Exhibit Index
| 99.1 | Press release announcing the final results of the Tender Offer, issued by Sotheby’s on |
December 21, 2010
