Two American businessmen announced today they are prepared to spend $100 million to gain control of Sotheby Parke Bernet, the fine arts auction house.

Sotheby's board and senior staff members, however, said they are determined to resist the takeover attempt.

The bid came from Stephen Swid and Marshall Cogan, cochairmen of General Felt Industries, a privately held New Jersey-based conglomerate that makes carpet underlay and high-priced office furniture. Last December, the pair acquired a 14.2 percent stake in Sotheby Parke Bernet, making them the largest single shareholders.

Today's announcement appears to set the stage for a major struggle over one of the world's leading purveyors of expensive art objects and collectibles, a company founded in the 18th century with a base on London's Bond Street and offices around the globe.

When it became clear last month that Swid and Cogan intended to make a takeover bid, Sotheby's management declared its opposition and rallied the experts whose contacts and judgments are essential assets to the firm. In a statement today, Sotheby's said there is no indication that the two Americans have "any understanding of the special character of Sotheby's or the people who comprise it."

When an ambitious expansion plan collided last year with the recession, Sotheby's suffered substantial losses. Thirty percent of its employes were dropped, and salesrooms were closed on New York's Madison Avenue, in London's Belgravia district and in Los Angeles. Today, an official of Morgan Grenfell and Co., the merchant bank representing Swid and Cogan, described Sotheby's current operation as "appalling."

Graham Llewellyn, Sotheby's chief executive, declined in an interview to disclose the board's strategy for fighting the takeover attempt. In any case, it will be seven days before General Felt's newly organized subsidiary, Knoll International Holdings, can actively pursue outstanding shares. Announcement of the bid pushed Sotheby's shares up slightly on the London Stock Exchange over the proposed tender price of $7.80 a share.

The crux of the board's objections to Swid and Cogan appears to be their lack of experience in fine arts auctioneering. "They know nothing about this business," said Llewellyn. "What are they going to contribute?" He said recent sales and the general economic upturn have improved Sotheby's situation and that new money is not required.

In an apparent attempt to counter criticism, Swid and Cogan issued biographical summaries today listing their support for art and educational institutions, mostly in New York. They also said their furniture company features designs by Eero Saarinen, Mies van der Rohe and Marcel Breuer.

Llewellyn, while acknowledging the pair's interest in and support of modern art, said it was insufficient know-how for potential owners of an establishment like Sotheby's.

In their statement, Swid and Cogan said they were acting out of "concern for a unique institution whose traditional position as the premier auction house of the world is currently under threat." They pledged to keep Sotheby's headquarters here and said a majority of the directors would be British. They have recruited Lord Harlech, who, as David Ormsby-Gore, was the British ambassador to the United States during the Kennedy administration.