SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 4
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
JANUARY 2, 2003
OPPENHEIMER HOLDINGS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Ontario, Canada (STATE OR OTHER JURISDICTION OF INCORPORATION) | 1-12043 (COMMISSION FILE NO.) | 98-0080034 (I.R.S. EMPLOYER IDENTIFICATION NUMBER) |
P.O. Box 2015, Suite 1110 20 Eglinton Avenue West Toronto, Ontario, Canada (ADDRESS OF PRICIPAL EXECUTIVE OFFICE) | M4R 1K8 (ZIP CODE) | |
(416) 322-1515 | ||
(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 (see General Instruction A.2.):
|_| 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 CRF 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))
EXPLANATORY NOTE
On January 17, 2003, Oppenheimer Holdings Inc. (formerly called Fahnestock Viner Holdings Inc.) (the “Company”) filed a Current Report on Form 8-K (the “January 17th 8-K”) reporting the acquisition of certain assets of the U.S Private Client Division (the “Private Client Division”) of CIBC World Markets Corp. (“World Markets”), a wholly-owned subsidiary of Canadian Imperial Bank of Commerce (“CIBC”), and the agreement to acquire certain assets of the U.S. Asset Management Division (the “Asset Management Division” and together with the Private Client Division, the “Purchased Divisions”) of World Markets at a later date.
The sole purpose of this amendment is to provide the pro forma financial information for the years ended December 31, 2001 and 2002 as required by Item 9.01(b) of Form 8-K. As permitted by Item 9.01(b) of Form 8-K, the January 17th 8-K omitted the pro forma financial information, and indicated that such financial information would be provided within 60 days of such filing. The Company was unable to produce the information within that timeframe, and is submitting herewith the required pro forma financial statements. The Company has been informed by World Markets that the historical financial information of the Purchased Divisions for the year ended October 31, 2000 is not available and is not expected to become available.
The Company does not believe that the pro forma financial information contained herein is indicative either of the actual results that would have occurred if the acquisitions had been consummated at the beginning of the periods presented or of future operations of the combined companies due to the effect of internal accounting and corporate allocations at World Markets, the effect of different fiscal periods (October versus December), and the change in the operation of the businesses by the Company subsequent to the consummation of the acquisitions. The pro form information is for comparative purposes only as required by applicable SEC Rules.
Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
Table of Contents | Page Number |
Introduction | 4 |
Oppenheimer Holdings Inc. Pro Forma Condensed Consolidated Balance Sheet as at December 31, 2002 | 5 |
Oppenheimer Holdings Inc. Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2002 | 6 |
Explanatory Notes – December 31, 2002 | 6 |
(c ) Exhibits.
None
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Pro forma financial information
Introduction
On January 3, 2003, Oppenheimer Holdings Inc. (the “Company”) acquired certain assets of the U.S. Private Client Division of CIBC World Markets Corp. (“World Markets”), a wholly-owned subsidiary of Canadian Imperial Bank of Commerce (“CIBC”), and agreed to complete the acquisition of certain assets of the U.S. Asset Management Division of World Markets. The U.S. Private Client Division, also referred to as the Oppenheimer division, is now part of Oppenheimer & Co. Inc., the principal operating subsidiary of the Company; it employed approximately 620 brokers in 18 branch offices located across the United States at the time of acquisition. Client assets at the date of acquisition were approximately $30 billion. The acquisition more than doubled the Company’s private client presence in terms of client assets and provided managerial expertise to the organization. On June 4, 2003, the Company completed the acquisition of the U.S. Asset Management Division of World Markets, now operating as Oppenheimer Asset Management (“OAM”). OAM includes Oppenheimer Investment Advisers, three investment management consulting programs (Investment Advisory Service, Strategic Asset Review and Portfolio Advisory Service), a broker-managed wrap program (OMEGA) and Advantage Advisors (which includes publicly listed closed end funds and alternative investment offerings).
Presented below are the pro forma condensed consolidated results of operations and the condensed consolidated balance sheets presented to give effect to the acquisitions of the U.S Private Client and Asset Management Divisions of World Markets as if the transactions were consummated as at January 1, 2002.
The pro forma information which is required by applicable SEC Rules is for comparative purposes only and is not indicative either of the actual results that would have occurred if the acquisitions had been consummated at the beginning of the periods presented, or of future operations of the combined companies. World Markets has an October 31st year-end and, therefore, the 2002 financial information for the acquired divisions relates to the year ended October 31, 2002. Revenue and expenses included in the pro forma presentation for the year ended December 31, 2002 include certain CIBC corporate allocations, reflecting the manner in which these divisions were managed within CIBC. Such allocations may distort the comparability of the years presented below. In addition, the Company has changed the operations of the businesses subsequent to the consummation of the acquisitions.
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OPPENHEIMER HOLDINGS INC. | |||||
( formerly called FAHNESTOCK VINER HOLDINGS INC.) | |||||
PRO FORMA CONDENSED BALANCE SHEET (unaudited) | |||||
As at December 31, 2002 | |||||
(Presented in millions of dollars) | Condensed Consolidated Oppenheimer Holdings Inc. As at December 31, 2002 | Wealth Management Division of CIBC World Markets Corp. (A Carve-out Entity) As at October 31, 2002 | Pro forma Adjustments | Note Reference | Combined Pro forma |
ASSETS | |||||
Cash, cash equivalents and deposits | $27 | $16 | ($23) | A, J | $20 |
Receivable from brokers and clearing organizations | 492 | 184 | 676 | ||
Receivable from customers | 393 | 634 | 1,027 | ||
Securities owned, at market value | 50 | 14 | 64 | ||
Income taxes receivable | 31 | (31) | B | 0 | |
Other assets | 46 | 99 | (9) | C | 136 |
Stock exchange seats | 3 | 3 | |||
Fixed assets, net | 8 | 11 | 19 | ||
Goodwill and other intangible assets | 12 | 161 | D | 173 | |
$1,031 | $989 | $98 | $2,118 | ||
LIABILITIES AND SHAREHOLDERS' EQUITY | |||||
Liabilities | |||||
Drafts payable | $22 | $21 | ($21) | E | $22 |
Bank call loans | 16 | 378 | F | 394 | |
Payable to brokers and clearing organizations | 521 | 44 | 565 | ||
Payable to customers | 162 | 257 | 419 | ||
Securities sold, but not yet purchased, at market value | 10 | 0 | 10 | ||
Accounts payable and other liabilities | 50 | 208 | (19) | G | 239 |
Income taxes payable | 2 | 2 | |||
Zero coupon debt | 65 | H | 65 | ||
Exchangeable debentures | 161 | H | 161 | ||
783 | 530 | 564 | 1,877 | ||
Shareholders' equity | 248 | 459 | (466) | 241 | |
$1,031 | $989 | $98 | $2,118 | ||
See accompanying explanatory notes | |||||
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OPPENHEIMER HOLDINGS INC. | |||||
(formerly called FAHNESTOCK VINER HOLDINGS INC.) | |||||
PRO FORMA CONDENSED STATEMENT OF OPERATIONS | |||||
For the Year Ended December 31, 2002 | |||||
(Presented in millions of dollars, except per share amounts | Condensed Consolidated Oppenheimer Holdings Inc. For the Year Ended December 31, 2002 | Wealth Management Division of CIBC World Markets Corp (A Carve-out Entity) For the Year Ended October 31, 2002 | Pro forma Adjustments | Note Reference | Combined Pro forma |
Revenue: | |||||
Commissions | $136 | $203 | $339 | ||
Principal transactions, net | 58 | 38 | 96 | ||
Interest | 27 | 24 | 51 | ||
Underwriting fees | 23 | 16 | 39 | ||
Advisory fees | 26 | 118 | 144 | ||
Other | 13 | 6 | 19 | ||
283 | 405 | 0 |
| 688 | |
Expenses: | |||||
Compensation and benefits | 170 | 260 | 430 | ||
Occupancy | 23 | 30 | 53 | ||
Communications | 32 | 47 | 79 | ||
Clearing and exchange fees | 10 | 51 | 61 | ||
Interest | 8 | 7 | J | 15 | |
Other | 28 | 106 | (18) | G, K | 116 |
270 | 494 |
|
| 753 | |
Pre-tax income | 13 | (89) | 0 | (65) | |
Income tax provision | 5 | (31) |
| (26) | |
| |||||
Net income | $7 | ($58) | $0 |
| ($40) |
Earnings per share | |||||
- basic | $0.61 | ($3.19) | |||
- diluted | $0.59 | ($1.81) | |||
See accompanying explanatory notes | |||||
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Explanatory Notes (December 31, 2002): |
A. Eliminate World Markets’ cash, which was not acquired. |
B. Eliminate World Markets’ income taxes receivable, which was not acquired. |
C. Eliminate World Markets’ other assets, which were not acquired. |
D. Add goodwill and intangible assets, which were acquired. |
E. Eliminate World Markets’ drafts payable, which were not acquired. |
F. Reflect bank borrowing required to finance the acquisition. |
G. Eliminate World Markets’ litigation reserve of $19 million, which was not acquired, relating to investigations by the SEC and New York State Attorney General relating to financing and brokerage services World Markets provided to certain hedge funds that allegedly engaged in mutual fund market timing. The Company has no responsibility for these matters which occurred prior to the acquisition. |
H. Add long-term debt, which was issued to World Markets as part of the financing for the acquisition. |
J. Provide for debenture interest expense at the effective annual rate of 4.5%. |
K. Amortization of intangibles, acquired. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.
OPPENHEIMER HOLDINGS INC.
By: “E.K. Roberts”
Name: E.K. Roberts
Title: President
Date: April 7, 2006
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